The Element of Corruption
by Fyronarion
Summary: Twilight Sparkle and her friends are going to stop Nightmare Moon. They face her and the Mare of the Night explains to Twilight many things previously unknown to her about her mentor and friends. Why does she keep sending them? Why do her friends follow her around? After the encounter, Twilight's view on the Solar princess and her friends change. For the worse.
1. Turn of Heart

**Here's another short story. But if people want it to continue, I'll update it with more chapters. Enjoy reading it!**

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The door was knocked on, and then it was burst open. The Elements of Harmony galloped into the old, deserted castle. Rumors have told them that this is where Nightmare Moon was residing, and they were going to take her down.

They reached the main hall, where a dusty chandelier was slowly creaking against the warm summer breeze. Two stairs lead to some double doors, and another pair of doors were on the ground floor. This halted the six mares as they stared confusedly at both the doors. Never to turn down a challenge, Twilight Sparkle turned around to her friends and started giving out orders.

"We will all split up. Fluttershy and Pinkie Pie, you two will come with me. Rainbow Dash, Rarity and Applejack, you three will be in a team. We will take the first floor, and you will take the ground floor. Got it?" she said. All six of them cheered and went off their ways...

"T-this is v-very c-creepy." stammered Fluttershy. They managed to open the doors, and it lead them to a large ballroom. It was worn with age, evidenced with moldy pieces of wood, dust and cobwebs. It was very dark in the room, and Twilight lit her horn to provide light. When the glow of her horn hit the walls, Fluttershy squeaked and hid behind Pinkie, who giggled at the wall.

It was a very old painting of a pony. He was posing in the painting, all dressed in a suit. It didn't seem so scary, except for the fact that it looks like he was staring at them with his eyes.

"Oooh! He looks happy to see us!" shouted Pinkie excitedly, jumping up and down. Twilight sighed and shook her head while Fluttershy cowered behind Pinkie.

"He's staring at us" she whimpered. Twilight couldn't help but stifle a chuckle.

"Don't be silly, Fluttershy. It's just a figure painted in oils. It won't cause us any harm. Come on, let's get going. We need to stop Nightmare Moon and restore daytime in Equestria." said Twilight. Pinkie and Fluttershy nodded, and they both walked across the deserted ballroom and through another large door...

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**Meanwhile, to Applejack, Rainbow Dash and Rarity...**

* * *

"This place is very...unsettling." whispered Rarity. They were in a narrow room, with a long table placed on it. Years of tear and wear were shown by the table, and some chairs were broken into pieces or tilted over. The carpet exhaled dust every time somepony stepped on it, and the walls were slowly rotting with age. The only source of light was a small candle that was on the head of the table. Applejack trotted over to it and lit it with a few pieces of wood from the broken chair.

"Ah knew them chairs can come in handy." she said, pleased with herself. Rainbow Dash just shook her head and walked around the room, inspecting for anything.

"Nothing is wrong here. Hey Rarity, how come you're not helping?" said Rainbow Dash, frowning at the white unicorn. Rarity huffed indignantly.

"If you expect me to ruin my hooves by touching these filthy objects, you are sadly mistaken." she said, turning her head away from her. Applejack rolled her eyes.

"That's Rarity for ya. Fine, as long as you can help with some of your fancy magic." she said. Rarity smiled and nodded. Rainbow Dash looked down on the floor to see that there wasn't any dust and some faint outlines of hoofsteps, compared to the rest of the dusty floor.

"Hey guys! Come check this out." she said excitedly. Both Rarity and Applejack came over to see the hoofprints. Applejack bent down and sniffed it. She wrinkled her nose.

"Hmmm..if ma senses are right, ah suppose we go that way." she informed, pointing at the door behind a chair.

"Sounds good." said Rarity, trying to open the door. It wouldn't budge, no matter how hard she used her magic. Rainbow Dash moved her out of the way.

"It's like this, Rarity." said the cyan pegasus, moving back from the door and flexing her wings. She grinned.

"CHAAAAAAAAARGE!" she yelled, smashing into the door with her shoulder. The door groaned under her weight and collapsed. Dust flew everywhere, and all of them started coughing. Rainbow Dash smiled sheepishly.

"Um..sorry about that. Let's get going." she said, flying through the door. Applejack and Rarity sighed, following behind her...

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**Back to Twilight and her group...**

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"I think this is it." whispered Twilight. Pinkie and Fluttershy nodded their heads in agreement. Twilight charged her horn and blasted the door apart. All three of them ran in to see a large chamber. It was decorated with many different engravings on the walls, depicting ancient times of Ponyville. Cracked stone stairs lead to two disintegrating thrones. One of them was large, with the sun inscribed on the head of it. The one next to it was much smaller. It had the moon engraved onto it. Sitting on that throne was no other than Nightmare Moon. She looked pleased when Twilight, Fluttershy and Pinkie Pie burst in.

"Well, it didn't take long you long to find me. I suppose I'll call in your friends so they won't waste time searching for me." she drawled, clapping her hooves. A moment later, Rainbow Dash, Rarity and Applejack appeared next to Twilight. They looked around wildly.

"What happened?" asked Rainbow Dash crazily. Applejack and Rarity followed suit on her question.

"You were teleported, silly!" said Pinkie cheerfully. Twilight looked at Nightmare Moon with a scowl.

"Your time is up. We will end the night and restore daylight" threatened Twilight, her horn charging with energy. Rarity came up next to her, her horn brimming with energy. Rainbow Dash and Applejack growled, hoofing the ground. Pinkie took out a frying pan and held it like a baseball bat, her face eager. And Fluttershy just stood there quietly, watching them all with a sad expression. Nightmare laughed.

"Oh, you six are so funny. Elements of Harmony, thinking they can stop me. Usually, when somepony speaks to me like that, I smite them into oblivion. But..I have taken a liking to your magic, Twilight Sparkle. I wish to speak with you." she said, leaning against her throne. Twilight shook her head while her friends cried in outrage.

"I will never associate myself with such an evil being. I don't care if you're Princess Celestia's sister, you are an evil, corrupted pony. We will fight you." snarled Twilight, taking a step forward. Nightmare looked at them coolly.

"You have a noble spirit, Twilight Sparkle. You and all your friends. But you have one thing that they do not have. You have the Element of Magic, the most powerful one of them all. Combine that with your exceptional magical skills, you shall be unstoppable." she said, lazily flicking a fly away from her. Twilight lowered her horn's energy but still kept her stance. She watched Nightmare suspiciously.

"What do you mean?" she asked. Rainbow Dash flew down and nudged Twilight hard on her ribs.

"Don't listen to her, Twilight! She's trying to play us!" she muttered.

"Yeah! Don't listen to that meanie-beanie pony!" exclaimed Pinkie.

"Ah agree, sugarcube. Let's end this." piped up Appejack, walking up to her.

"As much as I dislike to say it, I agree with Applejack on this one. Twilight, ignore her words." whispered Rarity. Applejack frowned at her, and Rarity smiled apologetically. Twilight shook her head, trying to absorb the information.

"No. Nightmare Moon, your influence won't affect me. Prepare to meet the Elements." yelled Twilight, her horn firing a pulse beam. Nightmare Moon's horn glowed bright blue and deflected her attack towards her. Twilight quickly dodged it and the magic beam left a small burn on the ground. Nightmare growled. She quickly stood up and mumbled some ancient Moonwhinny. There was a sound like fingernails being scraped against a chalkboard. Twilight covered her ears and closed her eyes, trying to muffle the violent sound. When she opened them, she heard strange crackling behind her. Twilight whirled around to see her friends turned to stone. All of them had surprised expressions on their faces, and it looked like they were going to attack Nightmare Moon, seeing from their stances. Tears formed in her eyes as she looked at her recent yet closest friends...turned into granite.

"What did you do to them...YOU MONSTER?!" screamed Twilight. Nightmare only looked at her calmly.

"They are merely petrified. They shall be returned to their normal state after you hear me out. If you do not agree with me, they shall be stone forever." said Nightmare Moon, watching Twilight closely. Twilight hung her head in defeat.

"Fine. Hurry up and tell me." she said, looking at the ground. Nightmare Moon smiled evilly and leaned forward in her seat.

"What if I told you that my dear sister is using you and your friends like a pawn?" she said. Twilight looked at her as if she swallowed a lemon.

"Are you crazy?! The Princess will never use anypony like that!" said Twilight hotly. Nightmare smirked at her reaction.

"Do you really believe that? I remember, before my banishment, the Princess used her subjects as if they were toys. Disposable toys, to be correct. Believe me, I never lie. Even though vengeance and malice flows in my veins, I firmly stand ground that lies are much more than just words spoken from a pony's tongue. They are real evil." she taunted. Twilight looked at the ground in disbelief. She couldn't believe what she was hearing, yet it seemed true.

"And your friends? You think they are here to be with you, to help you, to defeat me? No. They are only your friends because of your position. YOU are Celestia's most faithful student. They found that out right after you came to Ponyville. Why do you think they tag along with you and act nice? They would never look at you if it wasn't for your status. I thought you would notice. Rainbow Dash, the most athletic pony in Ponyville, talking to a newcomer? And Rarity, a top notch fashion designer, talking to a commoner like you? The list goes on and on." continued Nightmare Moon, apparently pleased in Twilight's reaction.

Twilight collapsed on the ground and clutched her head. She felt her mind was at war, taking in the new information and processing it.

_It's true...they only came with me because of my position._

_Don't listen to her! Remember who you are!_

_The Princess uses us as her personal toys..she sends us on the most trivial situations._

_For her and Equestria's protection!_

_Really? For her protection? She uses us. My friends use ME. _

_No...please, don't..._

_I don't see the point in following the princess anymore. I don't see the point of talking to my so-called friends. Nightmare Moon is right. Celestia is the EVIL ONE._

_THINK ABOUT WHAT YOU'RE SAYING!_

_SHUT UP!_

Twilight started to sob. Tears dripped down her face as she looked up at Nightmare Moon. She was in pain. Nightmare sensed that if she didn't receive help soon, she would surely break under the emotional strain.

"Twilight Sparkle. You have the power to change that. Leave your friends. They are not who you think they are. Abandon Celestia. A real ruler will never use her subjects for petty means. Join me, and we shall overthrow Celestia and establish our own rule. You only have one life, Twilight. You have the power to change it's course. You will not regret this choice." said Nightmare Moon quietly, sticking her hoof out.

Twilight, still sobbing, shakily got up and trotted over to her. She grasped Nightmare's hoof and she smiled. Nightmare began to glow dark blue, along with Twilight. They both levitated for a minute until they were gently lowered to the ground. Twilight opened her eyes and looked at herself. She gasped.

She was no longer bare. Her body was covered in midnight blue armor. Her hooves had jet blue hoofshoes, and her tiara, which symbolized the Element of Magic, became donned in black. Nightmare Moon smiled at her. A feat she rarely does.

"You are now my apprentice. I shall free your friends and teleport them back to their homes. They will still believe you are their friends. We will start small, Twilight Sparkle."

"What do you mean?"

"I know this will sound hard for you, but you shall kill one of your friends." said Nightmare, eyeing Twilight closely. Twilight stood proud, watching her with interest.

"That will be easy, Princess. Who is it?"

"I thought you would say that. You will slay Fluttershy."

Twilight, even though she was being influenced by evil, felt her heart drop. She couldn't kill her own friend. And such a sweet and innocent pegasus too. She will never forgive herself if she does this task. Yet, Nightmare's word is law now for her. She will lose her newfound honor if she doesn't do this. Twilight sighed.

"I-I..." stammered Twilight, torn with her decision.

"Yes?"

"I...I'll do it." finished Twilight, looking away from Nightmare Moon. She smiled, clasping Twilight on her back.

Twilight couldn't believe what has happened to her and what she just accepted. One night. Just one night. One night has changed her life...for the worse.

Yet, she sensed the truth. Celestia has been lying to her. She will taste her suffering and vengeance.

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**Yeah, so tell me if I should continue or not. I'll gladly appreciate any criticisms or ideas that you have. **


	2. First Assignment

**Here's chapter two. Thank you Guest reviewer for your helpful constructive criticisms. I hope I fixed what you pointed out. Also, thanks to Dainn and SailorNova007 for motivating me to update this story :)**

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The moon cast a bright glow over the fields, and the trees were rustling softly against the cool night wind. The faint aroma of flowers were in the air, fresh from their summertime bloom. In the distance, two figures were gliding across the field towards Ponyville. One was tall and majestic, and the other one was small and miserable looking. Twilight and Nightmare made their way to Ponyville.

"We are here." said Nightmare a few minutes later. Indeed, both of them were on a small hill that was overlooking Ponyville. The lights in the small town are off, as it's normal denizens are off asleep. However, one small cottage in the distance had its' lights on. Twilight gulped and turned to Nightmare.

"So, Nightmare-" she was cut off when Nightmare held her hoof up towards her.

"Please, call me Luna. It is much simpler." she said. Twilight nodded and continued her sentence.

"Okay then, Luna. I have to go there and...kill Fluttershy?" asked Twilight. Luna nodded.

"Yes. Do it quietly. We do not want to alert the citizens of this town. Make sure you do it quickly too. Out of all the Elements, she has a pure soul. I cannot let her be tortured to death. Even the bad ponies have a little bit of mercy." said Luna, a small smile on her lips. Twilight sighed in resignation. She will regret doing this to her friend...

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**Meanwhile, a few feet up in the clouds...**

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It was a tiring day for Rainbow Dash. An order for a thunderstorm came in for Manehattan this morning and she has also received information that Ponyville needed the skies to be clear by tonight. Not to mention that she also had to train her flying skills to make up for the lost time that her work took. After finishing up her work, she looked for the nearest and most comfortable cloud she could find and collapsed onto it, looking forward for a good nap.

She scratched her back and turned over, mumbling something about the Wonderbolts. What she didn't know were two ponies a few feet below her, intent on killing one of her friends.

As if on cue, a dark cloud floated lazily above her sleeping form. It puffed up and exhaled, dropping rain all over her. Few seconds later, Rainbow Dash gasped and jolted from her sleep. She looked down on herself and then scowled at the cloud that rained on her.

"Stupid cloud. I told Derpy to move that one towards Manehattan..." mumbled Rainbow Dash, turning around and bucking it as hard as she could. The cloud flew over the horizon like a football and disappeared. Rainbow Dash turned around and was going to go back to sleep when she suddenly caught two figure below her. She peeked over the clouds and vaguely recognized one as Twilight.

"Twilight? What's she doing in the middle of the night?" asked Rainbow Dash to herself. She was about to go down there to ask her when she noticed another figure next to her. A closer inspection revealed that it was Nightmare Moon. Rainbow Dash gasped, quickly covering her mouth to muffle it.

_What's Twilight doing with HER?! It doesn't look good. Oh no, I think she's allied with her now._

As soon as Rainbow Dash thought that, she kicked herself. Why would she think that? Twilight was one of the most smartest and nicest ponies she ever knew. She wouldn't do anything that stupid. But still...

_Even though it's bogus that Twilight is with her, I will follow them. Better safe than sorry._

Rainbow Dash smiled at that idea. Time for a bit of night time flying...

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**Back on the ground...**

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"Use your magic to suppress her. After you have done that, say your last words and mercifully execute her. I shall be watching in my mist form from the windows. Do not fear; she cannot see my form against such a dark sky." explained Luna. Both of them were hiding in a bush a few feet in front of Fluttershy's cottage. Twilight nodded and Luna smiled softly.

"You shall do well. Remember Twilight Sparkle, great things come with great sacrifices. You shall mourn of her death, but once the Lunar Republic rises, you will realize that her death was necessary for victory. Good luck." she said, melting. Her pony form slowly moulded into a dark blue cloud that swirled around the bush. It then dissolved in the air, and the night once again was filled with the sound of crickets and sleepy chickens.

"Here I go.." whispered Twilight, making her way to the front door.

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**To Rainbow Dash...**

* * *

_She's going to visit Fluttershy? In the middle of the night? Something is very fishy here..._

Rainbow Dash frowned at that thought. What would she do with her at this hour? Maybe something important, as Fluttershy is known to stay awake during this hour to tend her animals.

"Oh well. Probably forgot a book at her house or something." muttered Rainbow Dash, shrugging to herself.

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**Again to Twilight...**

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Twilight reached the front door and gulped again. She turned the knob, but to no avail. The door was locked. She looked around covertly and her horn started to glimmer. The lock on the door glowed with her magical aura, and it soon made a satisfying click. Twilight gently pushed the door open, and it creaked open. She tiphoofed inside and quietly shut it behind her. She turned around to see the living room dark, with only a small candle illuminating the room.

Several small snoring was heard from the animals, and Twilight held back a giggle. She went towards the stairs and stealthily climbed them, avoiding the creaking floorboards. She thought she heard something scurrying past her, and she froze for a minute, her ears perked.

_It's just my imagination. Ugh, I need to get this over with._

She shook her head and continued up the stairs until she reached a small hallway. There were two doors. One of them was open, and a small light was coming from it's crease. Twilight walked towards it and pushed the door open softly. She peered over it to see Fluttershy sleeping, her body moving rhythmically to her breath. Twilight walked towards her, her horn glowing.

She felt her heart beating faster, as if it wants to jump out of her mouth. Beads of sweat trickled down her face as she stared at one of her friends, about to be slain. Twilight started to lower her horn towards Fluttershy. It was simple. She is going to cast a Suppressor spell that will prevent Fluttershy from resisting her fate and let Twilight do the job easier.

When Twilight neared her, she groaned and quickly moved back, slamming against the wall. This caused the vases on the shelf to fall with a crash, quickly awaking the yellow pegasus. Twilight fell against the ground, hooves wrapped around her legs.

"I-I-I can't do this.." she whispered, shuddering. Fluttershy, who was holding her quilt up like a shield, lowered it once she realized that it was her friend. She cocked her head quizzically.

"Twilight? What are you doing here? I was sleeping, and you woke me up. But I don't mind." chastised Fluttershy softly, hovering towards Twilight. She quickly raised her hooves in self-defense.

"Don't come near me!" shouted Twilight. Fluttershy halted, confused and slightly hurt.

"Why? Is there something wrong?" asked Fluttershy. Twilight just breathed shallowly, and Fluttershy continued towards Twilight. Once she reached her, she gently placed her hoof on her shoulder. Twilight began to cry.

"There, there. Everything will be alright." reassured Fluttershy, patting Twilight. She didn't hear the low growl behind Twilight's sobs.

All she felt was a force pushing her back. When she opened her eyes, Fluttershy found herself caved into the walls of her room. Her wings were bent, and one of them was broken. Fluttershy cried in pain as she tried to move. Every inch of her back was screaming in protest. She stopped moving and looked up to see Twilight levitating, her eyes pure black and horn glowing with dark energy. Fluttershy screamed, raising her hooves to defend her pitiful form.

As Twilight was going to fire her horn, the window shattered and a rainbow blur tackled her against the wall. Both ponies let out a grunt as debris flew everywhere.

"WHAT THE BUCK IS WRONG WITH YOU?!" shouted Rainbow Dash, punching Twilight in the face. Twilight spat out blood and grinned maniacally.

"Everything." she simply said, grabbing Rainbow Dash by the throat. RD choked, gasping for air. Twilight held and smashed her against the ground. Dash groaned, rubbing her head. She tilted her head to the left and saw Twilight marching towards Fluttershy, who was trying to get her wings out of the rubble.

"Not on my watch." snarled Rainbow Dash, quickly getting up and flying towards Twilight. She rammed hard against her, and both of them crashed through the window. Glass flew everywhere as both mares fell down towards the ground. Rainbow Dash caught herself with her wings, and she levitated a few feet off the ground. Twilight wasn't so lucky, as she fell on the ground and felt her breath being knocked out.

She got up, clutching her ribs. Blood was pouring from her mouth as she stared hatefully at Rainbow Dash, who was making obscene gestures at her.

"You're going to pay for what you have done. After Fluttershy, you're next." threatened Twilight. Rainbow Dash roared with laughter.

"I'd like to see an egghead try. Better luck next time, Sparkle." taunted Rainbow Dash, still giggling from Twilight's threat. She scowled at her and started glowing with dark blue energy. A moment later, she disappeared into the night.

Rainbow Dash sighed. She was cut, bruised, and worst of all, she helped damage Fluttershy's property. And she had to give medical attention to Fluttershy. She turned and quickly flew through the window to see Fluttershy leaning against her bed, her teeth gritted in pain.

"Is your wing alright?" asked Rainbow Dash, concern in her voice. Fluttershy shook her head, her eyes shining with tears.

"It's not just my wings. Why did Twilight do that to me? I thought we were friends!" whispered Fluttershy, her voice breaking. Rainbow Dash put a comforting hoof over her.

"Not anymore, Fluttershy. I don't know what's gotten to her, but it's bad. Next time we see her, we're going to give her a beating that she won't forget." promised Rainbow Dash. Fluttershy sniffed.

"No, Rainbow. She is just misunderstood. I sensed her. She is under emotional pain, and it feels like..some evil is at work. As if something possessed her..." said Fluttershy, trailing off. Rainbow Dash looked at her oddly.

"Possessed...? Oh no...We have to warn Princess Celestia!" shouted Rainbow Dash, jumping into the air. Fluttershy looked up at her excited pegasus friend.

"Warn her for what? Twilight attacking me?" asked Fluttershy. Dash nodded.

"Yeah. But also, before she came here, I was watching her. She was with Nightmare Moon! I thought she was working with her, and I was right all along. She IS in league with Nightmare Moon. We have to tell the others and warn the princess about this!" exclaimed Rainbow Dash. Fluttershy nodded, and tried to hover. Her wings flopped uselessly and pathetically, and she fell to the ground. Dash looked at her wings sadly.

"On second thought, we'll wait until your patched up again."

Fluttershy looked at her friend gratefully, and Rainbow Dash smiled. As she helped Fluttershy get into her bed and fall asleep, Rainbow Dash stood guard outside on a nearby cloud, thinking about Twilight and what happened a few hours ago...

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**There you go! I hope you enjoyed it xD**

**If you have any ideas, criticisms or anything, just leave it in your review. Other than that, thanks for reading, and more chapter will come to you soon, hot off the Drive lol.**


	3. Decisions, Decisions

**Woah, I just checked my email and saw tons of messages from saying that people reviewed and subbed to this. Now you guys really motivated me to update lol. Anyways, this chapter has a very important decision at the end. Make sure you read the entire thing! :)**

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The moon was still shining in the dark sky. It was supposed to be daytime, but since Nightmare Moon bought her curse down to Equestria, night is still lasting. Meanwhile, at the ancient castle of the pony sisters, the Mare of the Night and her faithful Commander were meeting each other to discuss the previous events that occurred a few hours earlier...

"So, you are telling me that you have hesitated in killing Fluttershy?" asked Luna, trying to control the anger in her voice. Twilight avoided her gaze and looked shamefully at the ground. She was badly injured, with her lips bleeding and cheeks cut. One of her eyes were slightly swollen, and her mane and tail were mangled, as if a savage beast tried to devour it. Luna sighed.

"Very well. I see that you still have feelings for your friends. I am afraid that I will have to take...extreme measures...to toughen you up." she said, rubbing her chin in thought. Twilight looked up.

"What do you mean?" she asked, frightened. Luna chuckled darkly.

"Oh, do not worry. I am not going to hurt you in any way or form. I will need you to come with me and meet some of my old friends. But first, I shall heal you. You look awful" she assured, a small smirk playing on her face. Luna charged her horn and aimed at Twilight. She fired a small beam at her, and she yelped. A red burst later, Twilight was restored back to a healthy condition. She looked down at herself and smiled. Back in service. She then looked at Luna confusedly.

"Old friends?" she asked again. Luna nodded.

"Yes. Come with me. We shall teleport." she ordered. Twilight trotted up and stood next to her. The ground crackled around them and the wind picked up. A flash later, both of them disappeared, leaving the old castle abandoned and lonely.

* * *

**Meanwhile, back at Fluttershy's cottage...**

* * *

The night was still there, covering for the sun's absence. At the cottage, the ruined windows and broken walls made it look like as if a hurricane hit the place. On the remains of the second floor was a small cloud with Rainbow Dash snoring on it. Close to the cloud was Fluttershy's bed, and she was sleeping soundly. She stirred a little, and woke up. She sat up and yawned, stretching her hooves and rubbed her eyes.

"What a beautiful morning!" she said happily before turning to the window outside. It was pitch black, and her smile dropped to a look of sadness.

"Oh...what a beautiful evening.." she muttered, getting up and trotting towards Rainbow Dash. She gently poked her at first, but Dash was too stubborn, even in her sleep. Fluttershy eventually had to resort to yelling.

"WAKE UP!" she shouted. Rainbow Dash yelped and jolted into the air, her hooves in a fighting position.

"Fight me- Oh. Sorry about that, Shy." she said sheepishly. Fluttershy giggled.

"Did you forget about the meeting we were supposed to have with Princess Celestia? We should gather the girls and travel to Canterlot this instant." reminded Fluttershy, walking towards the dresser and taking out a scroll. Rainbow Dash nodded vigorously.

"Yeah...Canterlot. But why didn't you wake me up later? I had an awesome dream." she said, lying down on the cloud again. Fluttershy shook her head.

"We have to go by today. I'll write the scroll to Princess Celestia. I want you to gather the others and tell them to meet me here. Then, we'll be off..if that's alright with you." said Fluttershy quietly. Rainbow Dash nodded as she flared her wings open and took off into the sky towards her friends. Fluttershy turned back to the scroll and took a quill in her mouth. She then began to start writing...

* * *

**Back to Luna and Twilight...**

* * *

An uncomfortable teleportation ride later, both of them ended up in a field. But the field looked like it was...dying. Brittle yellow grass filled it, and the trees were dead. The sky casted an eerie orange hue with the night sky. Twilight looked around the place in awe.

"Where are we, Luna?" asked Twilight. Nightmare chuckled at her amazement.

"Well, my dear Twilight, we are at the domain of the Changelings. Do you know who..or more precisely..what they are?" she said, looking at Twilight. She furrowed her brows in concentration, trying to remember.

"Changelings...I read about them somewhere...I think I got it...aren't they pony-like beings that can morph into anything they desire?" guessed Twilight. Nightmare grinned.

"Yes. And what's corny is that their only weakness is love. Bah! As if love can stop a being like me. We must not waste time, Twilight Sparkle. We have a meeting to discuss with my old friend Chrysalis." she said hurriedly, turning around and galloping towards a small speck in the field. Twilight shrugged and followed her, wondering who Chrysalis is and why Nightmare Moon wanted to meet her so badly...

* * *

**Back to the Mane 5...**

* * *

"So, all of us are ready, right?" asked Rainbow Dash. She managed to gather all the girls from their homes and now they were all packed and ready.

"Yes, but I wish Twilight was here. She knew how to get organized and ready." said Rarity sadly. Rainbow Dash stiffened when Rarity mentioned Twilight's name. Applejack nodded.

"Ya gotta admit, Rainbow. Twi was a good leader. Too bad she ain't with us anymore." she muttered, turning away.

"Yeah. But you said you saw her? Right? So she's going to come back! Right?" shouted Pinkie, jumping up and down in excitement. Applejack rolled her eyes.

"Let's just get going." interrupted Fluttershy quietly, turning and going towards the door. Everypony else looked at each other and nodded, following her out of the door and towards the castle looming in the horizon...

* * *

**The outskirts of the Changeling Empire...**

* * *

"Here we are. The front gates. I am sure the guards remember me the last time I visited them." said Nightmare fondly, looking at the large webbed front gates. Two changelings, clad in silky armor, looked at Nightmare and Twilight suspiciously. Nightmare walked up to them.

"I need to see your Queen." she stated. One of the guards raised his spear towards her.

"Nopony sees the Queen without her written consent. I suggest you get lost, or we'll consume you." he growled. Twilight smirked. The guard won't know what's coming to him.

Nightmare looked down at the spear, and then at the guard. With a quick movement, she snatched the spear from the guard and snapped it cleanly in half. She then grasped the guard and slammed him headfirst into the ground, breaking his head. She threw his limp body aside and stared coldly at the other guard, whose jaws was dropped by her actions.

"Let me in now, or I will let my assistant execute you. Painfully." she said. The guard gasped and quickly ordered the gatekeepers to raise the gate. With a creak and groan, the gates slowly lifted up. Nightmare smiled evilly.

"Very good. Come, Twilight. Let me introduce you to Chrysalis." she said, going into the city gates. Twilight smiled and trotted after her...

* * *

**The Canterlot Train Station...**

* * *

"Remember what to say to the princess." reminded Rainbow Dash, who was hovering above her friends. All of them nodded.

"I shall try my best to not get distracted by those lovely...Canterlotian...dresses..." she said, trailing off when she started eyeing one of the dresses a mare was wearing. Applejack groaned and bit Rarity's tail, causing her to jump a few feet in the air and let out a small yelp. She frowned at Applejack, who laughed.

"Ah'm preventin' you from being distracted." she explained. Rarity glared at her and went her own way towards the castle.

"C'mon, no time for fighting. Let's get going already!" shouted Rainbow Dash, flying after Rarity. Fluttershy and Applejack galloped at her too, followed by a bouncing Pinkie, who annoyed a nearby unicorn with her antics.

* * *

**In the Queen's Chamber of the Changeling Empire...**

* * *

Nightmare Moon and Twilight were in a large, cavernous room. A large chandelier hung from the ceiling, casting a dark green glow in the room. The carpet was pure silk, and on a raised platform was a small throne with a changeling sitting on it. Two changeling guards were standing side by side, holding spears.

"I suggest you bow to her, Twilight Sparkle. It will make a good first impression." whispered Nightmare to Twilight.

"Yes, Luna." she said blandly, keeping her eyes on the changeling that was sitting on the throne. She was extremely intrigued by her figure. The changeling had a flowing, dark green mane. Her eyes were teal, and her mouth had small fangs. The place where her hooves are supposed to be are peppered with holes, and her wings looked like a fly's wings. She also had a dark, crooked horn on her head, along with a small crown signifying her position. She glanced up when she heard Twilight and Nightmare whispering furiously to each other. She grinned.

"Well! Look who came. If it isn't Luna. Or should I say, Nightmare Moon?" asked the Queen. She jumped off her throne and descended upon them. Nightmare nodded and shook her hoof.

"Nice to see you again, Chrysalis. I do not think you have met my student, Twilight Sparkle, before have you?" she said, glancing towards Twilight. Chrysalis turned her gaze to Twilight and scrutinized her carefully. Twilight broke into a nervous smile. It was an uncomfortable moment.

"Hmm...a pony? Well, as long as you vouch for her-"

"With my life."

"Then she is welcome. Good evening, Twilight Sparkle. Allow me to introduce myself. I am Queen Chrysalis, hierarch of the everlasting Changeling Empire." she said, shaking Twilight's hooves. Twilight smiled back.

"Hello. I'm Twilight Sparkle, former student of Princess Celestia and versed in the art of magic." she said, trying not sound like she's bragging. Chrysalis froze when she heard Princess Celestia's name.

"Celestia..is she still ruling? I haven't sent a scout for quite a while." she asked Luna.

"I am afraid so. That is why we came here. We need your help in awakening another friend of mine." said Luna grimly. Chrysalis thought for a while, then nodded.

"Very well. I also wish to overthrow your sister as much as you do. But first, I need your cooperation in something." she said, looking at Twilight strangely.

"Um..why are you staring at me like that?" asked Twilight, shifting herself uncomfortably. Nightmare was also interested too.

"Yes, what do you require of my student?" she asked. Chrysalis smiled deviantly.

"My group of scientists have recently built a machine that converts any other being into a changeling. We have had trouble getting a decent test subject to try it. Since you came here with Twilight, who is a pony, we can use her in the machine and see the results. However, she will never become a pony again. What do you think?" she explained. Twilight gasped and took a step back, and Nightmare looked interested.

"Sounds interesting...what are the risks?" she asked. Chrysalis cleared her throat.

"Er...there might be several mutilations..I do not know, for one of my changelings tried it while they were morphed as a pony. But rest assured, it did not cause any issues with rats or birds, so I believe it will work for a real pony." she said, clasping her hooves together. Luna turned to Twilight.

"As much as I want to agree on this decision, I believe Twilight has to choose. Do you want to try this?" she asked. Twilight blushed at the amount of pressure being put under her. Being a changeling seemed so..strange. Yet she sensed a feeling of power.

"Do I get anything special if I become one of you?" she asked. Chrysalis laughed in mirth.

"Special? My fellow mare, you will receive wings, morphing skills and agility like no pony! Also, the magical boost will be a nice addition to your already exceptional magical skills." she said boastfully. Twilight looked at Luna.

"If it boosts my magic, then I'm up for it. I'll go." she said bravely, taking a step forward. She felt a hoof on her shoulder and turned to see Nightmare look at her seriously.

"Are you sure? You do realize that you will never become a pony again. You will never be the same with pony society, unless you morph to be like them. You will be powerful, but at the cost of being weak to love. This is a very important decision, Twilight. Make your choice." she said cautiously. Twilight's ear flopped as Luna's words sunk into her brain. Leave the world of being a pony, and be converted to a powerful changeling with a weakness to trivial love? Or remain a pony and be weak, but resistant to it. This decision will affect her life. She has to choose wisely.

* * *

**Now, I want the reviewers to decide. Should Twilight become a changeling, or should she remain a pony? Remember that she can morph into her original form if she become a changeling, so post your opinions! Oh, and next chapter will come soon :3**


	4. The Change

**Here's chapter 4! Thanks to Flame Wolf Howler and Latius for mentioning the higher love resistance thing, and thanks to all of you reviewers for voting! Enjoy this chapter, as it contains the conversion process.**

* * *

"So, are you going to convert?" asked Chrysalis anxiously. All three of them have been waiting for about ten minutes, patiently waiting for Twilight's decision. Finally, she looked up and nodded.

"Yes. I will go." she said. Nightmare nodded.

"Very well. Follow me, both of you." said Queen Chrysalis, turning around and opening a door behind her. She trotted in, followed by Twilight and Nightmare.

They were in a dark room, but it was empty. In front of them was a large door with ornate engravings and a small keyhole. However, the keyhole was round, which looked like no normal key would fit in. Next to the hole were two hoof-like depressions.

_An extra security system, perhaps. _thought Twilight. She was right when Chrysalis stood in front of the door.

"Move back." said Chrysalis importantly. Twilight and Nightmare Moon moved back as Chrysalis inserted her horn into the keyhole. She then raised her hooves and placed them both on the depression. The door glowed, and creaked open. Chrysalis then took her horn out and returned her hooves back to the ground, and the door hummed open.

"If anypony but me tried that, they would get electrified with celestial energy." she said.

"How many died trying to get in?" asked Twilight.

"I haven't checked yet." said Chrysalis, grinning maliciously. Nightmare laughed and they followed her inside of the room...

* * *

**Meanwhile, in Canterlot...**

* * *

Princess Celestia was nervous. No word has reached her that the Elements of Harmony have stopped Nightmare Moon, nor did she receive any notifications from the Elements. She tapped her hooves, thinking about what to do. One of her guards noticed and looked at her.

"Princess? Is there something wrong?" he asked. Celestia shook her head.

"Nothing. Thank you for asking. Wait...actually, can you contact the Elements of Harmony and tell them to come here? I must discuss something important with them." she said. The guard looked confused.

"Contact them? But Princess, they are already here!" he exclaimed. Celestia looked at the guard strangely.

"They are? What's taking them so long-" she was interrupted when the doors barged open and a rainbow blur shot through.

"PRINCESS CELESTIA! WE HAVE HUGE NEWS!" shouted Rainbow Dash, hovering. The others came in after her and bowed. Rainbow chuckled, embarrassed.

"Oh yeah, forgot to bow." she said, bowing. Celestia raised her hoof to signal them to get up.

"What is it? Is this about Nightmare Moon?" she asked. The elements nodded.

"Yes, and it concerns something about Twilight." piped up Rarity. Applejack nodded, and Princess Celestia paled.

"Twilight? Where is she? What happened?" she asked, standing up. Fluttershy and Rainbow Dash exchanged glances with each other.

"That's the thing, Princess. She joined Nightmare Moon." said Fluttershy quietly. Applejack and Pinkie gasped, while Rarity fainted. Dash and Fluttershy didn't tell them about what really happened to Twilight.

"This is very bad. What could my sister have done to align Twilight to her side...?" thought Celestia out loud.

"If I may interrupt, Princess, I would like to tell what she did to me last night." stammered Fluttershy, raising her hoof. Celestia nodded.

"Yes, please tell me. Maybe it can help us get her back." she said thoughtfully. Fluttershy inhaled and started to talk...

* * *

**Back to Twilight...**

* * *

"Welcome to the laboratory." said Queen Chrysalis, holding her hooves wide open to the room. She smirked at Twilight's look of awe, and even Luna had an interested expression on her face. The entire room was filled with strange gadgets and pipes that were flowing with teal colored liquid. There was a smell of burnt rubber, and many changelings were flying around, checking the gadgets. Chrysalis beckoned them to follow her to a large machine at the end of the room.

It was a huge, capsule shaped machine. Large pipes stuck out of it, either pumping or draining green liquid from it. It was humming softly, and it radiated a faint green aura from it. At the front of it was a small door, big enough for a pony to fit through.

"This, is the Changeling Converter. It took us years to build it. We had to harness the powers of unicorns, earth ponies and pegasi, along with our abilities. We had many accidents and problems with this thing, but now, we will test its' true potential." she explained. Suddenly, one of the changelings came down in front of Chrysalis.

"Your highness, the converter is fully warmed and ready to operate. However, it did not reach it's operational level yet." he said, reading from a list. Chrysalis glared at him, and he cowered.

"Then make it reach it's level. I want that machine ready to work now." she demanded, stomping her hoof on the ground. The changeling quickly nodded and flew away. She glanced towards Twilight and Nightmare.

"Sorry about that. Sometimes, my scientists are lazy don't do what they're told. The converter is supposed to turn on now.." she said, looking at the machine. All of a sudden, the humming grew louder and the top portion of it started to spin. Liquid began to pump inside it, and it started emitting flashing green lights. Nightmare raised her eyebrows while Chrysalis laughed with joy.

"I suppose it is ready now?" she asked. Chrysalis nodded eagerly and looked at Twilight.

"It is time, Twilight Sparkle. Please enter the machine." she said, using her horn to open the door. Twilight gulped, and walked towards the belly of the beast, her hooves trembling...

* * *

**At the Canterlot castle...**

* * *

"...and that's when she teleported away after threatening Rainbow Dash." finished Fluttershy. All of the others were listening intently to the story.

"My worst suspicions have been confirmed. My faithful student has abandoned me and have joined forces with my corrupted sister. It is time we get ready to fortify our towns and cities, and begin to plan. No doubt that Nightmare Moon will have several tricks up her hooves, so we have to be careful. Elements of Harmony, since you do not have magic on your side anymore, I am counting on you five to stop your friend and bring her back to our side." ordered Princess Celestia.

"Another mission? Yay!" whooped Pinkie, hopping around the room.

"You can count on us, Princess!" promised Applejack. The others agreed with her and the Princess shooed them away, telling them to train and practice before that day comes.

* * *

**At the Changeling Laboratory...**

* * *

"Can you hear me?" shouted Nightmare from outside. Twilight was encased in the capsule, and the door was closed. The floor was glowing with green lights, and small pipes were sticking out from the inside.

"Yes!" replied Twilight. She couldn't see anything outside, due to the capsule not having any windows.

"We are starting the conversion process. Twilight, I advise you not to move a single muscle. Also, it hurt a little bit, but don't worry." said Chrysalis' voice, muffled through the capsule.

"Got it." muttered Twilight.

"Starting conversion." said a voice.

The space inside her started to become brighter, and the noise became deafening. The walls started to spin, and the pipes that were in the capsule space started to come near Twilight. She closed her eyes and prayed it would be successful.

The pipes turned into needles and they quickly dug into her hide. Twilight bit her lips in pain as she felt a dozen needles sticking out of her body. A moment later, she felt a cool sensation. She opened one eye to see dark green liquid being pumped inside of her, moving sluggishly within the pipes.

This continued for a few minutes, until the flow shut off and the needles retracted from her, still dripping with the strange liquid. Twilight look at it interestingly.

"Huh, so it didn't hurt me that much. I guess Chrysalis was wron-OW!" she yelped. Her body felt like it was on fire, as the liquid flowed within her veins. She collapsed on the ground, screaming from the pain. Her veins were burning from the liquid, and Twilight felt something growing on her back. She blinked tears and saw her hooves starting to dull. A moment later, they turned from purple to black, with holes in them.

"It's happening..." she groaned. She looked back to see wings sprouting from her back. They were designed like a fly's. As she felt her horn, she felt it become rough and it turned black.

"ARGHHH!" she screamed when a surprise cramp hit her. She staggered around in the capsule, banging against the walls. About a minute later, the pain subsided and Twilight was on the ground, breathing shallowly. She heard something unlatching and the door swung wide open. She heard a couple of gasps and yells of joy as she was gently lifted up and taken out of the converter...

* * *

**One day later...**

* * *

Twilight groggily opened her eyes. She was in a small bed with a blanket tucked over her. She got up and looked at the room. It was white, with a small chair. Other than that, it looked bland.

The door squeaked open. Nightmare and Chrysalis walked in. When they saw Twilight, they broke into a huge grin.

"How are you feeling?" asked Luna, kneeling next to Twilight. She raised her hooves and looked at it. Holes and jet black.

"Different. The pain is gone, but I feel really different." she said. Luna nodded.

"Yes, you are. Chrysalis, give her the mirror." ordered Nightmare. Chrysalis levitated a small mirror towards Twilight. She quickly grabbed it and looked at herself. She almost fainted.

Her mane was still there, with it's signature purple streak. But now it has a small green streak on it, and it looked singed. Her eyes, while retaining the original purple color, had a teal tint behind it. She also had small fangs, and her hide color changed from purple to black.

Twilight stood up and let the mirror reflect on her body. Her tail also had the purple color followed by a green stripe. And her cutie mark disappeared altogether.

"Do you like it?" asked Nightmare. Twilight hesitated, and nodded.

"Yes. I've always wanted to fly, and I'm happy that I received a magical boost." she said, excitement creeping up in her voice.

"That's not even all of the features. Try morphing." said Chrysalis.

"Um..how do you do that?" asked Twilight.

"Just close your eyes and think about who you want to morph into. When you feel a warm breeze around you, open your eyes again and you'll be transformed into somepony else." she instructed. Twilight nodded and closed her eyes. She thought about turning into her past form. She felt something warm licking her body, and a moment later, she opened her eyes to see herself back in her pony form. She grinned, looking at her original self.

"Is there any difference in me being my previous self?" asked Twilight, looking at Chrysalis and Nightmare. Chrysalis nodded.

"Yes, but very small. The only change is the small green pupil in your eyes. Other than that, you're the same old Twilight." she said confidentially. Twilight nodded and transformed back to her changeling form.

"Now to see if you can fall for love." said Chrysalis, moving out the way as five changelings walked into the room. They looked at Twilight and smirked. All of them morphed into Rainbow Dash, Applejack, Pinkie Pie, Rarity and Fluttershy.

"Come back to us, Twilight." begged Fluttershy.

"Yeah! We miss you!" said Rainbow Dash.

"C'mon, Twilight! We'll have fun and party all day long if you come back!" said an excited Pinkie. Applejack and Rarity nodded.

Twilight looked away from her friends. Even though they were changelings playing as them, she still felt a connection. Yet, she didn't want to see them anymore. She felt something inside her growl, and she quickly turned around, her horn glowing. All of a sudden, the fake Elements of Harmony started glowing, and their forms shimmered. They burst into dust and Twilight quickly absorbed them with a hungry expression on her face. The changelings who were training her quickly morphed back and looked at her in terror. Chrysalis cocked her head in confusion.

"What was that about?" asked Chrysalis. But Luna was laughing.

"I think she is much more resistant to love. It looks like she just ate their emotions and feelings. She gets a bit stronger by eating their dark secrets and emotions. Chrysalis, I think we produced a new breed of Changelings." said Luna, snickering. Chrysalis looked stunned but a smile slowly spread across as her face as she looked at Twilight, who was looking down on the ground.

"Time to bring another friend into this party. Chrysalis, you promised to help." said Luna. Chrysalis nodded as all three of them walked out the room...

* * *

**So Twilight finally became a Changeling. Now, they have to awaken a certain being from his sleep. Obviously, you'll know who it is. Stay tuned for the next chapter!**


	5. First Strike

**[A/N] So sorry that I didn't update for like what...a week? I had so much work to do, studying and crap, that it wasn't even funny. Anyways, I'll roll out updates on weekends, as that's the only time I'm free. Other than that, enjoy this chapter!**

* * *

It was a grueling walk towards Canterlot for the three mares and a small squadron of changelings. Twilight informed Nightmare that due to the security issue with Twilight joining Nightmare Moon, Canterlot's defense has been fortified tenfold. They couldn't teleport there, due to the Royal Guard watching all teleportations that lead to the city. Nor could they fly, as the guards have permission to shoot down any unauthorized pegasus. The only option is to sneak in, which was going to be a feat, since the Royal Guard is working overtime for the city's protection.

"How much longer? It would've been easier to fly there.." muttered Chrysalis. Nightmare didn't answer and kept leading the group, only stopping after a few steps to look around her surroundings. They were in an open field now, and the moon glowed brightly against the pitch black sky. A gentle breeze rustled the flowers and trees, and in the distance, wolves howled. Twilight started shivering. It was getting cold. Nightmare seemed to notice and looked back at her group.

"We will set up camp here. At dawn, we shall continue our trek to Canterlot. We must awaken him before this month ends. I have a bad feeling that my sister is going to move all the masonry inside the castle by that time." she announced.

"I got the camp covered." said Chrysalis simply, turning to her subjects. The changelings quickly flew away and started gathering the basic necessities for a camp. While she was busy overseeing the work, Twilight felt somepony poking her. She turned to see one of the changelings that came with them.

"Do you mind if I have a word with you?" he asked. Twilight glanced at Nightmare Moon and Chrysalis, who was shouting at one of the changelings. She turned back.

"Sure." she replied. He smiled went to a small clearing at the edge of the grove. Twilight followed him, wondering what it is...

* * *

**Meanwhile, at Ponyville...**

* * *

"Hiya!" shouted Rainbow Dash, bucking a cloud shaped as a pony. The cloud burst and smaller pieces of it began to drift off. Fluttershy was watching her in awe.

"That was awesome, Rainbow!" exclaimed Fluttershy. Rainbow Dash grinned.

"Yeah, well, it's all about the training. Set up the next cloud, Fluttershy. I want that one to be a challenge." she said confidentially. Fluttershy heeded her orders and began to pile a few pieces of cloud.

While Fluttershy was gathering the clouds, a large purple object burst from under the cloud. Fluttershy yelped and flew towards Rainbow Dash, who has busy using a nearby cloud as a punching bag. Rainbow felt something moving next to her sides and looked down to see Fluttershy cowering. She cocked her head in confusion and lifted her up.

"What's the problem now, Fluttershy?" she asked, used to that type of behavior by Fluttershy. She only pointed towards the object, which turns out to be a hot air balloon housing Pinkie, Applejack and Rarity. All three of them looked at Fluttershy in confusion.

"So she's scared of hot air balloons, eh?" asked Applejack. Rarity nudged her.

"Don't make fun of her!" she chastised. Applejack shrugged.

"So what's up? Oooh, are you beating up clouds again, Dashie?" asked Pinkie, trying to get out of the balloon basket, but Applejack quickly held her back.

"Woah there, girl. We don't want you to fall. That would have been unpleasant, won't it?" she said. Rarity nodded in agreement while Pinkie was dangling by her tail. She laughed gleefully.

"This is fun!" she shouted, swinging herself. Rainbow Dash rolled her eyes.

"Remember when you guys came with the hot air balloon to Rainbow Dash's flying contest? Oooh, that was fun...if only Twilight was here.." chimed in Fluttershy. She instantly regretted saying the last line, as she saw Rainbow Dash stiffen, Applejack growling, Pinkie's smile turning into a frown and Rarity turning her head away in disgust.

"Oh..um..sorry." she squeaked, moving back a little. Rainbow Dash sighed and tousled her mane.

"It's alright. I-We just can't believe that she's gone. But once we see her, I'll make sure my hoof is up her-"

"Enough with the chitchat! Y'all forgot why we came here. The Princess ordered us to train. Luckily, I managed to pull Twilight's 'ol balloon out of my barn. Ah picked up Pinkie and Rarity, as they have finished. How are ya two doin'?" she said, looking down from the balloon. Rainbow Dash raised her hoof and mockingly saluted her.

"Everything is good here! Strangely, Fluttershy can do things that I couldn't imagine." she said, gazing towards Fluttershy, who was looking at the ground uncomfortably.

"Like what?" asked Rarity.

"She strangled a cloud that was ten times her size. I can't wait to see what she does back on ground."

Everypony started laughing and hoof fived the shy yellow pegasus. Fluttershy smiled sheepishly as her friends looked at her in awe...

* * *

**Back at the camp...**

* * *

Twilight and the Changeling were lying at the clearing, looking up at the dark sky. Stars littered it, and some were glowing faintly in the background while others were glinting powerfully against it. A few feet away from them, they could hear one of the changelings yelling at the other one about his bedsheets. Twilight turned to the changeling, who was staring at the night sky intently.

"Beautiful, isn't it?" she whispered. He nodded, appreciating the stars. He then suddenly realized that he forgot to introduce himself.

"Oh yeah, sorry for not introducing myself. I'm Nucleon." he said, smiling at her. Twilight smiled back, and turned away from him. She felt her cheeks getting hot.

"I'm Twilight. Twilight Sparkle." she mumbled. Nucleon nodded understandingly.

"Yeah, I heard about you. Used to be a pony and a student of Celestia. Then you became one of us and now, here we are." he said, looking at her as if she was some kind of a superhero. Twilight chuckled nervously.

"So..um..what was it that you were going to tell me?" she asked, trying to avoid his eyes.

"I know you don't want to talk about it, but how was the conversion process?" he suddenly blurted out. Nucleon then covered his mouth with his hooves. Twilight couldn't help but giggle at his outburst.

"It was smooth at first, but then it turned..well..a bit hairy. It felt like fire was surging through me. I was out for a day, but now, I'm a changeling. That pretty much sums it up." she said, watching a small comet streak through the sky. Nucleon nodded, not taking his eyes off of her form. (Form meaning she was in her changeling outfit)

"So...guess we'll both raid Canterlot together then?" he asked. He then kicked himself mentally. Why would he state the obvious? They were going in this together.

"Yup." said Twilight. An awkward silence went past them for a moment, until Nucleon stood up and stretched, yawning.

"Guess I'll go hit the bed. At least, I hope I do. My brothers are typical pranksters." he said. Twilight stood up and stared at him.

"Your brothers?" she asked, puzzled. Nucleon nodded.

"Yeah. All eight million of them. Not as maternal brothers, but as close friends. You know what I mean." he said, winking at her before walking towards the exit of the clearing. Twilight just stood there, watching him go. She was deep in thought.

_Did he just wink at me? He probably did-What am I thinking? I need to focus on our objective. There's no time for this nonsense _she thought, scolding herself mentally. She started trotting towards the camp.

A lone campfire was crackling. It was starting to die out. About five tents have been erected around it. One of them was large and grand, with green stripes. So was the one next to it. Deep snoring was coming from that one. Twilight smiled to herself and walked towards her tent, which was painted purple and green.

"Night Twilight." said a voice behind her. She turned to see Nucleon waving at her before disappearing in his tent. Twilight stared at it, biting her lips. She then shook her head and went into her tent, zipping the entrance behind her. Inside was a small cot and a single lamp. Several scrolls of parchment were stacked on a crate, which was pushed roughly against the tent wall. A single quill, still in the inkwell, was lying there. Twilight was about to pick it up when she realized she needed some sleep for tomorrow. She turned and collapsed on the cot, mind whirring about what's going to happen tomorrow..

* * *

**At the Sugarcube Corner...**

* * *

"Dangit Pinkie, I said Blueberry pie, not Redberry cake." groaned Rainbow Dash, pushing the small red pie towards the center of the table. All five of the Elements of Harmony are having lunch at the Sugarcube Corner, courtesy of Pinkie.

"Sorry about that, Dashie! I'll be back to you after I help this customer!' she yelled from behind the counter. Applejack was eyeing the pie hungrily.

"If you don't want it, Rainbow, ah'll be more than happy to take it." she offered. Rainbow Dash nodded and pushed the plate towards her. Applejack grinned and dug in, using her hooves as a fork. Rarity looked at her style of eating as if she were a cockroach.

"That was tasty. Hey, Fluttershy, you want yours?" she asked, red frosting covered around her mouth. Fluttershy looked down at her cookies.

"I want them, but you can have them. If you're alright with it." she said quietly, sliding the plate to her. Applejack waved her off.

"Aw shucks, if you want them, eat them. Ah don't want to be greedy." she said. Fluttershy smiled and ate another piece of the cookie.

"Yes, because we all know how greedy Applejack gets when she sees baked goods. Look at her! It looks like she forgot proper table etiquette!" she huffed, crossing her hooves together. Applejack glared at her.

"Ah see you still got your pie left. Scared y'all gonna ruin your hooves?" she asked sarcastically. Rarity quickly turned to her, acid in her eyes.

"How dare you-"

"Pinkie here! With a pie!" shouted Pinkie Pie, holding up a Blueberry Blast. She plopped the plate down in front of Rainbow Dash and turned to Applejack, who was wiping her mouth with her hooves.

"I hope you enjoyed my Redberry Rhubarb. It's sweetness is to the max!" she said cheerfully. Applejack nodded happily.

"Uh, Pinkie? Do you have napkins?" asked Rainbow Dash from behind her. Pinkie nodded.

"Of course I do! Who doesn't? That would be a crime against pastries if we didn't have napkins!" yelled Pinkie, jumping up and down and causing Mrs. Cake to stare at her.

"Pinkie, dear, can you settle down please?" she called out. Pinkie stopped hopping.

"Sorry Mrs. Cake! Anyways, here you go!" she said, handing a wad of napkins. Rainbow Dash took them and didn't ask how Pinkie got those without going to the counter. She was probably the strangest yet funniest pony she ever met.

* * *

**Back at the camp...**

* * *

The group has already packed up and have reached Canterlot after two hours of walking past barren lands and dense forests. Twilight, like the others, were exhausted from the journey. But her energy spiked back up when she saw the familiar tip of the Canterlot Castle. Nostalgia flowed through her as she looked at the city where she was born and raised.

"Okay, listen up! Half of us changelings will provide air cover for Twilight and Nightmare. I want the other half of you to be on ground patrol, watching for any suspicious activity. If you encounter something or somepony, send up red sparks in the air. We will get to you as fast as possible. In the meantime, I want you all to pay attention and stay on your hooves." she barked. The changelings before her roared in approval and flew off, fulfilling their duties.

As Twilight looked at the city, oblivious to Chrysalis' orders, she felt somepony walk up next to her.

"We part for now. Good luck, Twilight." said Nucleon, sticking his hoof out. Twilight shook his hoof, which was surprisingly soft, and smiled nervously. The same thought struck Nucleon too.

_She's so cute when she's nervous _he thought before turning around and taking off in the air. Twilight watched him fly away.

"Ready for our part?" asked Nightmare Moon, landing in front of Twilight. She nodded.

"Yes. Let's do this." she said, a look of determination on her face. Nightmare smiled in approval and they both set off towards the castle gardens, intent on their objective...

* * *

**Okay I promise the next chapter will have the release of everypony's favorite villain. And it appears Twilight is starting to become attracted to a fellow changeling. Will her resistance to love stop that? Find out in the next chapter!**


	6. Unleashing Chaos

**Here you go guys, another chapter. This one has an epic ending (or so I think lol)**

**Thanks for the compliment, Flame Wolf Howler :D**

**And thanks to everyone who subscribed and favorited. You won't be disappointed! :3**

**Btw, my friend, iWreakHavoc, has made this epic drawing of the Elements of Harmony in Changeling form. Check it out at my profile on this site, as it won't let me link on the chapters.**

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"Wait, so you're telling me that the Princess wants to see us again?" asked Rainbow Dash, hovering next to Applejack, who was busy setting up the balloon for the trip. Applejack sighed.

"Yes. How many times do I have to tell ya?" she said, exasperated.

"Yeah, well it seems weird that she just called us out randomly like that. Usually, she sends us a notice before we go to her." said Rainbow Dash, scratching the back of her head.

"Well, this is an emergency and whatnot." said Applejack reasonably, with a rope in her mouth. Rainbow Dash rolled her eyes.

"Alright, sure. Should I get the others?" she asked. Applejack nodded, busy fixing a sandbag on the balloon. Rainbow Dash stuck her wings out and took off, racing to gather the other girls.

The rope that Applejack was working on suddenly unfurled, causing the sandbag to fall right next to her. Applejack cursed and lifted the sandbag up, getting ready to tie it up. Again.

* * *

**Meanwhile, back to Twilight and Nightmare...**

* * *

The entire castle garden was like a maze, with hedges running in all directions. The garden was surrounded by ten foot bushes, and a small gate was on the other side, providing a exit. Above, Royal Guards were hovering lazily, aiming searchlights in the hedges. In the background, the Castle was shining brightly, the many lit windows making a dazzling appearance of a magical realm.

At the northern side of the garden maze, Twilight and Nightmare Moon were standing silently, waiting for the guards with the searchlights to pass them. Finally, the light moved away from their direction and Nightmare beckoned Twilight to follow her.

"Stay silent. Be careful of corners, and stay away from the searchlights. We do not want to get captured by those guards." she whispered. Twilight acknowledged the order and followed her through the swerving maze...

**In the skies above the maze...**

Nucleon and two of his teammates were providing overwatch for Twilight and Nightmare. So far, they didn't find anything interesting. All three of them morphed into Royal Guards and were pretending to search for both of the mares.

"Any activity?" asked one of the changelings. Nucleon shook his head.

"Nope. All sides are clear. Got sight on both of them?" he informed, looking at the castle. The changeling to the right of him nodded.

"Yeah, they're almost at the center. I wonder what they are after?" he asked. The other changeling waved his hoof in disregard.

"Meh, it's probably something that the Queen wants. Probably nothing interesting for us." he said.

"I don't think so..." trailed off Nucleon, almost falling asleep. He was tired from a restless night of no sleep and early training, so naturally, he was tired. However, he was suddenly shaken awake by one of the changelings yelling something.

"Over there! Two guards have spotted them!" he shouted, pointing at the eastern side of the maze. Indeed, the searchlight was aimed down by one of the pegasus guards, and the other one was about to dive bomb them. The guard holding the searchlight shouted at them to hold their hooves in the air and stay silent. Twilight and Nightmare Moon had their hooves up in the air, looking shaken. Nucleon scowled.

"Not on my watch" he growled, suddenly jolting with speed and flew towards the guard. His friends followed suit, and he tackled the guard with the searchlight, knocking him straight out of the air and into the ground behind the hedge. The other guard was also tackled by the other two changelings, and they both disappeared over a shrub.

* * *

**Back to Twilight...**

* * *

Both of them watched the guards being knocked out of the sky and into the shrubs. All they heard were muffled yells and the sound of hooves hitting hides. Twilight couldn't help but appreciate the perfect timing by Nucleon.

"Thanks!" she yelled towards the source of the grunts. A moment later, Nucleon yelled out "No Problem!" and they both continued on towards the center...

* * *

**At Canterlot Royal Castle, Princess's Chamber...**

* * *

The five Elements walked into the Princess Celestia's chamber, and the Royal Guard behind them closed the door. They looked up to see the Princess sitting on her throne, a forlorn expression on her face. Another pony was briefing her with news from a recent attack.

"...Manehattan reported strange activity near the border, and Cloudsdale just intercepted a message from one of those fly-like pony things." she read from the scroll.

"Thank you for your report, Red Velvet. I shall send a squadron of my guard to investigate this matter. For now, you are dismissed." she said. Red Velvet sighed in relief and walked past the Elements. She nodded at them and went through the door. Rainbow Dash turned to Princess Celestia.

"So, you called, Princess?" she asked. Celestia shook her head.

"Yes. I'm afraid my worst suspicions have come true. My sister has plans to awaken my long lost nemesis, Discord, from his eternal slumber. Once he awakens, I doubt we can stop him. We will require all six of the Elements of Harmony to stop him. Since Twilight left us, this greatly reduces our ability to stop the Lord of Chaos. That is why you five will come with me to the Castle Gardens. My guards have reported somepony breaking in, and it will most likely be either Twilight or my sister." she said grimly.

All five of them stared at her agape.

"Then why dont'cha take the statue inside, Princess?" asked Applejack, puzzled. Celestia shook her head.

"I'm afraid I can't. You see, his statue is casting an aura of ancient magic. Magic that even I do not know that prevents me from moving it. I don't know why, but he knows that he will be free, so he is using the last of his energy to protect himself." she explained.

"That sounds dreadful. We must stop him!" exclaimed Rarity. Fluttershy nodded in agreement.

"That is why I shall appoint Rainbow Dash as the new leader for the Elements of Harmony. You will be the team leader, and they will follow. Our first priority is to stop Discord from coming back. If that fails, then we have to get Twilight back. And if that fails..well..we will have to go into hiding." said the Princess, her face dark.

"Don't think like that, Princess. You can count on me!" encouraged Rainbow Dash, saluting her. Her friends cheered in response, and Celestia smiled.

"Then we should make haste to the gardens. Follow me, please." she ordered, her horn glowing. Behind her, the walls shimmered and a door formed. The Princess opened it and it lead to the garden.

"How come we haven't seen that door before?" inquired Rarity. The Princess chuckled.

"Oh, you won't believe how many different secret passages are littered around this castle. Back to the point, let's go to the garden." she said, beckoning them to follow her. The five mares looked at each other and followed the Princess into the garden...

* * *

**Again to Twilight...**

* * *

"Here he is. The Statue of Discord." said Nightmare Moon, beholding the grand marble statue. The being was a Draconequus, a combination of all the creatures in Equestria. He was in a strange position, as if he was gloating. Small cracks were appearing on the body of the statue.

"Wow." whispered Twilight, amazed by the statue. Nightmare Moon grinned maliciously.

"Yes, he is very clever with his tactics and mischief. And now, we shall unleash him. See those cracks growing on his body? He is slowly starting to break free from his bonds due to the chaos that is going around in Equestria. It will not be long before he is free." she explained, gazing at him.

"That sounds nice. So, how are we going to set him free? Obviously, we can't have ponies brawling in front of his statue at this hour." asked Twilight, confused. Nightmare shook her head.

"Oh, Twilight. Remember, I am an immortal goddess. I can find a way. All I need to do is cast the Bond Break spell, and he will be free. Be warned, though. The spell will drain me of my energy. You will need to help me out after I cast it. Do you understand?" she said, giving Twilight a steely gaze. Twilight gulped and nodded.

"Very well. Stand back; I will cast the spell." she said importantly, her horn glowing with arcane energy. A moment later, a pale blue beam of magical energy burrowed itself into the base of the statue. Fine cracks started appearing from where the beam hit, until it started climbing up and around the statue. Crackling was heard, and bits of marble flew off from the statue. Nightmare gritted her teeth in pain.

"Almost...there..." she groaned, putting up every bit of strength she had to the spell. Twilight just watched, amazed by the statue slowly starting to take shape. The cracks kept climbing until it reached the head of the statue, and a bright flash of light occurred. Twilight yelped and covered her eyes from the sight until the light died down. She removed her hoof from her eyes to see Nightmare on the ground, panting and dripping with sweat. She looked up to see the stone pedestal, but now, there is no stone figure resting on it. Standing in front of them was no other than Discord.

He gazed around the surroundings, taking it in as if he was starving. He then averted his gaze to Nightmare Moon and Twilight Sparkle, who were staring at him, mouths agape.

"Well well well. Look who we got here. If it isn't Nightmare Moon." he said, eyeing her and stroking his beard. Nightmare stood up importantly and looked at him haugtily.

"A pleasure to meet you, Discord. I believe you haven't met my apprentice, Twilight Sparkle, have you?" she asked, pointing her hoof at Twilight. Discord turned to look at her and gasped.

"An Element of Harmony! And she possess the magical one too!" he hissed, eyes burning with malice. Nightmare quickly shook her head while Twilight glared at him.

"No! She is on our side. Her magical element has been corrupted. Even if she does betray us, which I assure you she won't, the element will not work." she explained, coming to Twilight's rescue. Discord calmed down.

"Very well. Now that I am free, I can finally go around and cause some good chaos." he said happily, stretching his arms and legs. Nightmare coughed and Discord looked at her.

"Let me guess. You want something in return for freeing me?" he asked, bored. She nodded and walked up to him, whispering something to his ear. A moment later, he broke into a mischievous grin.

"I love that idea! Marvelous! We must get to work!" he shouted, dancing in the air. Just then, the grass behind them thudded and quickly turned to see Princess Celestia standing there, stunned. Behind her were the Five Elements, and they too were staring at Discord in terror and awe.

Discord snapped his fingers and a chair appeared in midair. He then sat on it and looked at the ponies below him with an amused expression on his face.

"I cannot wait to see how this ends up." he said, waving his hand. A bag of popcorn popped out of thin air as he sat back and started eating.

"Sister...what have you done?!" asked Celestia, fear in her voice. Nightmare laughed in ecstasy.

"I have done what you have feared, Celestia. Discord is out. Chrysalis is rallying her army against you. Us three shall reign supreme in Equestria. You and the Elements of Harmony shall be crushed." she said, glowering at them. Celestia growled, pawing the ground with her hooves.

"That will never happen!" she shouted, charging towards Nightmare and locking horns with her. Both sisters yelled insults at as they bashed each other with their horns. Twilight turned to look at her ex-friends, who were giving her a dirty look. Twilight smirked.

"Time to finish what I didn't do earlier." she said, her horn glowing with energy. Rainbow Dash flew in front of her.

"I'm going to buck you up for what you did to Fluttershy." she threatened, punching her hooves. Applejack came up next to her.

"Ah will help ya on that one, Rainbow." she said, glaring at Twilight. Pinkie Pie hopped up to both of them, not even glancing at Twilight.

"So will I!" she said cheerfully, cradling a rolling pin. Rarity came up and looked at Twilight as if she were a slug.

"As much as I think fighting is for ruffians, I shall stoop to your levels and enjoy pulverizing Twilight." she said disdainfully, her horn glowing. Only Fluttershy remained in the back, quiet. When the others asked her to help them, she just squeaked and jumped into a nearby bush. Rainbow Dash rolled her eyes.

"That's Fluttershy for you. Prepare to be sent to the hospital!" she said. Twilight smiled.

"I think you should go there first." she said calmly before charging towards Rainbow Dash. Dash grinned and launched herself towards Twilight, her friends cheering her on, intent on getting revenge...

* * *

**Up in the skies...**

* * *

"Bro, is that who I think it is?" asked one of the changelings. Nucleon nodded gravely.

"Yeah. Looks like Discord is out. The Queen must be really desperate if she needs his help." he said.

"Yeah...hey, what's going on down there?" he asked, pointing a few feet below him. Nucleon looked down to see an all out brawl going on. His eyes widened in surprise.

"Ooh, a fight! Hey, isn't that..."

"TWILIGHT!" shouted Nucleon, voice full of worry as he quickly descended upon the fight...

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**The next chapter will contain the fight scene. It will be updated tomorrow, so stay tuned guys. Remember to review and subscribe! :D**


	7. Skirmish

**Here's chapter 6! A side note: I am SOOOOOOOOOOOOOOOOOOOOO sorry that I haven't updated the story for almost 2 weeks! I was extremely busy with schoolwork and tutoring, and I almost forgot about this story until I suddenly remembered it last night while dozing off in bed. Anyways, I hope you guys didn't think I gave up on this, so enjoy this!**

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As both of the Princesses wrestled each other, Rainbow Dash charged towards Twilight and tackled her against the hedge wall. Twilight grunted in pain as she stars in her vision. She pulled back her hooves and punched Rainbow Dash in the face, causing her to stumble back.

She then stood up and powered her horn, getting ready to incinerate her. All of a sudden, she was pushed over by Applejack, who bucked her in the ribs. Twilight yelled in pain, and when Applejack was about to bring her hoof down towards Twilight, she rolled out of the way and grabbed her by the tail. She then lifted her up and threw her against the stone plinth, knocking Applejack out.

Rainbow Dash quickly got up and growled.

"You're gonna pay for that!" she shouted, swiping at Twilight's legs. She yelped and fell over, and Rainbow Dash started punching her in the face.

All of a sudden, a black blur slammed into her and both of them went flying into a shrub. It was Nucleon, and when Rainbow Dash stared at him, horrified, he transformed himself into Rainbow Dash. He laughed as her eyes widened in surprise and he punched her in the gut.

"Why are you hitting yourself?" he taunted. Rainbow Dash scowled and landed her hoof in Nucleon's face. He stumbled back, his cheekbones throbbing. She then got up and landed a kick in his stomach, and he flew back and crashed into a bench, destroying it.

Twilight looked as Rainbow Dash and Nucleon fought each other. She then turned her gaze to Rarity and Pinkie, who were staring frightfully at her.

"I'll go up and blast her with my baked bads!" shouted Pinkie as she hurled herself to Twilight, a rolling pin in her clutches.

* * *

**A few feet above from the fight...**

* * *

Discord watched from above, amused with the chaos that is going on. He ate another piece of popcorn and winced as Pinkie smacked her rolling pin in Twilight's face.

"They will never learn." said Chrysalis, fluttering down next to Discord and watching the brawl below. Discord nodded.

"Yes. But then again, this is some world-class entertainment." he said cheerfully, throwing popcorn at the Princesses and goading them on. She rolled her eyes.

"You can say that. Wait-what's Nucleon doing down there?" she asked, peering over the edge. Discord shrugged.

"Looks like he's helping Twilight. Two versus Five? Sounds fair." he said, offering his bag of popcorn to Chrysalis. She levitated a piece and slowly chewed, watching both of them fight off the five elementals...

* * *

**Back on the ground...**

* * *

As Pinkie fell before Twilight, she turned her gaze towards Rarity. Rainbow Dash was leaning against the bush, her wings mangled and her body cut and bruised. Nucleon was out cold, his body limp on the ground. Applejack was still out from the attack, and Rarity tensed back, her teeth gritted.

"You will not be able to feel your limbs after I'm done with you." she said before firing a beam of energy to her. Twilight deflected the first attack easily and quickly released another beam of energy. Rarity didn't have time to defend herself as the magic beam hit her directly in the chest. She gasped, suddenly freezing, with ice forming around her. Twilight smirked.

"Simple freezing charm. Now let's see, I think an implosion spell would look nice here, wouldn't it?" she said sadistically, her horn starting to glow. Rarity could only watch in horror as Twilight was about to unleash a devastating spell.

Suddenly, a squirrel clambered up to Twilight and started biting her. Birds soon followed and started pecking her flesh. Twilight yelled and started whacking the animals, but the sensation intensified. Twilight looked from the corner of her eyes to see Fluttershy directing the animals to attack her.

"Free her, little ones. I will deal with Twilight." she said softly to the small animals. They nodded their heads in acceptance and started to chew on the ice around Rarity. Fluttershy turned to Twilight, who was bruised badly from the animals.

"I thought you were too weak to fight!" taunted Twilight. Fluttershy shook her head.

"Oh no, I couldn't stand to see you hurt my friends." she replied, locking her eyes with Twilight's. She gasped.

"No..you can't do that to me!" stammered Twilight, trying to break the eye contact. Fluttershy persisted, her eyes drilling into Twilight. She shook her head.

"Yes I can. Don't avoid The Stare. I mean, if it's hurting you, you can turn away." she said politely. Twilight shuddered, and she suddenly got a vision of her past flashing before her eyes until she seized up and collapsed on the ground. Fluttershy lowered her gaze and stared sadly at Twilight.

"It was for the best." she said sulkily before turning around to see Rarity scrape off the remnants of ice around her hide.

"Thank you for your help, Fluttershy. I didn't know you had it in you." she said gratefully. Fluttershy only smiled and and trotted to her other friends, waking them up. Rarity helped too, using her magic to revive her friends.

* * *

**To the princesses...**

* * *

Luna raised her hoof and unleashed a sliver of pure energy towards her sister. Celestia quickly erected a shield of yellow energy that deflected the spell. She then fired a beam of arcane energy towards Luna, who gasped in surprise and fired her energy beam too. Both beams collided with each other and caused sparks to fly around. Celestia gritted her teeth in concentration.

"You..will..never stop me!" she shouted. Luna smirked, but there was fear in her eyes. She knew that her sister's magic is superior to hers, and she can feel the beam slowly inching its' way towards her.

"As if! I have chaos on my side!" she responded, sweat trickling down her face as she concentrated with all her might. But she started to worry when Celestia's magic started to beat hers.

* * *

**Above the two princesses...**

* * *

"Nightmare does have a point. I can just snap my fingers and cause Celestia to knock out." he said smoothly. Chrysalis raised her eyebrows at him.

"Then why don't you? You're telling me that you could've saved us a lot of trouble just by doing that?" she asked, her voice rising. Discord shrugged.

"I didn't feel like it anyways." he said, but then he stood up and snapped his hands. The snap echoed throughout the maze. All the fighting ceased immediately as everypony suddenly fell into a slumber. Discord jumped down and walked leisurely through the bodies, a smug expression on his face.

"That was quick." said Chrysalis, looking at the sleeping Celestia. He nodded.

"Yes. Now, we must take them back to our base of operations. If the guards find out, it would cause too much problems." he said, snapping his fingers again. Twilight, Nightmare and Nucleon disappeared with a POP. He then turned to Chrysalis.

"Go tell your minions that they will have to return." he ordered. She nodded and ascended towards the sky. Discord then turned to the sleeping ponies and raised his claw. Red sparks started forming around it, and he shot it towards the pitch-black sky. It exploded like fireworks, lighting the sky up with tinges of red. Smirking to himself, Discord disappeared with a poof, but not before the Royal Guard hurried towards the source of the flare...

* * *

**To the Royal Guard...**

* * *

"Hurry!" shouted one of the guards. Shining Armor quickly followed his lesser as they navigated their way throughout the garden maze.

"What's the rush?" he panted, trying to keep up with the guard. He turned to him.

"One of our patrols reported unusual activity in the gardens. They saw a flash of light and sparks flying everywhere. However, when they tried to get close, everypony around a four mile radius suddenly fell asleep." he explained hastily. Shining Armor raised his eyebrows.

"Really? Then how come you weren't asleep?" he asked. The guard shook his head.

"I wasn't in the radius, sir. It must've been a heavy spell, though. Everypony was in a deep sleep, and when the guards woke up, they found strange hoofprints and a couple of smaller hoofprints." he said, making a turn at a junction. Shining Armor thought for a while.

"Well, it sounds serious. Are we there now?" he asked. The guard nodded as he made another left the hedge. Both of them walked into a large clearing, which was the center of the maze. He gasped when he saw the sleeping bodies of Princess Celestia, along with the Elements of Harmony.

"What in the name of Celestia happened here?" he asked, looking around. The surrounding were destroyed, with dents and broken wooden pieces of benches. A shrub was completely flattened in the ensuing chaos. He quickly ordered his guards to wake up the unconscious ponies while he checked to make sure the Princess was alright. He quickly cast a small spell that woke her up and she quickly jumped up, looking around wildly.

"You will never stop me, Luna!" she shouted. Shining Armor put his hoof on her shoulder and gently held her down.

"Princess, no need to worry. What happened? Why were all of you asleep?" he pressed her. She looked up at him.

"It was...Nightmare...she came."

"You mean Nightmare Moon? But...I thought Twi and her friends stopped her a week ago. What do you mean she came?" he asked, his voice starting to rise. Celestia shook her head.

"No, Shining Armor. I assure you, it was Nightmare Moon. Along with her were Discord and Chrysalis..and..and.." she faltered, her voice starting to tighten. How can she break the name of Nightmare Moon's last accomplice in front of her accomplices' brother?

Shining Armor looked at her in concern.

"Princess, if you're feeling sick, I can escort you back to the Castle. I'm sure Cadance won't mind with me staying a bit late out-"

"The last pony that came here and fought us was Twilight. She works with Nightmare Moon."

Shining Armor looked at Celestia in disbelief as she gazed at him sadly. He then started to chuckle nervously.

"Ha, good one Princess. But Twilight is probably asleep right now in Ponyville. You confused her with somepony else, maybe." he said. Celestia stared pitifully at him. How unexpected can one take news about something terrible.

"She's telling the truth, you know." said a quiet voice behind him. Shining Armor turned to see Rainbow Dash standing there, her figure battered. His eyes widened in horror.

"No...it can't be...how can Twily..." he said, suddenly taking a seat and staring at the ground. Pinkie and Fluttershy exchanged nervous looks while Applejack took a step forward and placed her hoof on his back.

"It's alright. We'll bring her back. She's evil, but ah'm sure-" she stopped when she saw Shining Armor's back stiffen.

"SHE'S NOT EVIL! SHE'S MY LITTLE SISTER!" he shouted, shoving her away. Applejack stumbled and crashed into Rainbow Dash as both of them collapsed onto the ground. Pinkie and Rarity looked at him murderously, but they met Celestia's eyes and retreated. He then stood up and quickly wiped his eyes. However, while he was wiping her eyes, he looked down to see a strand of purple hair. He picked it up and observed it. He then concentrated, closing his eyes while his horn glowed, emitting a strange blue light to the strand.

"I'm going after her. This is a strand of her mane. I've translocated her position through my horn. She will come back to me" he said, opening his eyes again. The Elements gasped at his outburst, but Celestia nodded understandingly.

"I understand how you are feeling, especially about little sisters. I wish you luck on your journey, and can you do me a favor and bring Luna back to me too?" she asked. Shining Armor nodded.

"Yes, I will bring her back too. Just...just watch and protect Cadance for me. If I don't come back, I want her to keep this." he said, handing his gold wedding bracelet to Celestia. She nodded solemnly and encased it in a glass box. Behind them, Fluttershy and Rarity teared up. Shining Armor looked at the Elements.

"I'm sorry for pushing you two, but it's crucial for all of you to protect Equestria and the Princess. I'm counting on you all." he said. All of them shook their heads in acknowledgement as he turned and teleported out of sight.

A flash later, he appeared on a hill at the outskirts of Canterlot. He groaned and rubbed his horn.

"Twilight is better at magic than me." he muttered. His heart stopped when he mentioned her name, and he resolved to find her and bring her back to light, no matter what. Nopony makes his little sister an enemy of Equestria...

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**Okay, I promise the next chapter won't be that late. I hope you enjoyed it, and stay tuned for the next update!**


	8. Reconnaissance

**Heh, I kept my promise about not keeping a super long update span. Here's chapter 7. Btw, SEASON 3 :DDDDD**

**Yeah, so enjoy this chapter. It includes some spying, and a flashback from a certain pony's big brother...**

**Flame Wolf Howler, this is a pretty late response, but no, my family didn't prepare for Hurricane Sandy. We live in a apartment, so we were safe. My internet provider was a scumbag. We had perfect connection during the hurricane, but we lost it right when the storm ended. Logical.**

* * *

**Far far away from ponydom...**

* * *

The low lying grass valley reflected eerily in the moonlight. There was nothing but an endless stretch of grass, as if it were a sea. The wind was rather low, lazily making the grass blades move occasionally.

A pop was heard and five forms appeared. Three of them were out cold, while the other two were surprised by their location. Discord looked around and smile to himself. A perfect place. He walked away from Chrysalis, who looked around, her eyes wide.

"Where are we?" asked Chrysalis to Discord, who was busy walking around the area and muttering a few incantations. He glanced at her.

"Some random location I thought of. We are very far from the nearest pony town, so rest assured we can recover here" he replied, raising his claws above his head. A moment later, faint orange dust swirled around his hand and shot into the sky before exploding with a small bang. The dust shimmered down, casting a faint orange aura around the location. Chrysalis was impressed.

"Wow..what was that?" she asked. Discord chuckled.

"A simple force field spell, my dear. Nopony can see us, hear us or detect us. We are practically invisible to them. They will never find us." he said smartly. She thought about it and agreed.

"Sounds good. Unfortunately, I have to leave you three for a while. My kingdom requires my presence." she said, her form glowing. Discord nodded.

"Very well. Come back when you are finished." he said. She smiled before disappearing with a flash of teal. He shielded his eyes until the lights dimmed and he opened to find himself alone with two unconscious changelings and a pony. He sighed.

"Time to wake these three up." he muttered, walking up to them.

* * *

**Meanwhile, to Shining Armor...**

* * *

Shining Armor trekked through the mountain range. He already left the borders of Ponyville and was headed to Appleloosa's direction. The sudden change of scenery from the bustling capital and small cottages to intimidating peaks and sharp cliffs amused him.

The wind blew hard around the mountainous regions of Equestria, and since winter was coming, the wind was freezing from the north. Shining Armor shuddered and pulled his light coat around himself.

"Curse me. I haven't stocked up on supplies since I left Canterlot..." he mumbled, keeping his head down against the wind. The cold wind blew into his face, making him feel numb.

As he battled against the wind, he came upon a rather large cliff face. On the other side was the continued path. Below the cliff face was a fast moving stream, with jagged rocks jutting out of the water. Shining Armor sighed. So much for luck on his journey.

Normally, he would've just teleported over the ravine and continued his merry way, but he was exhausted from his journey, so he couldn't cross the chasm by hoof, let alone teleporting over it.

"Guess I'll make camp and sleep in." he said, opening his saddlebag and pulling out a small collapsible tent. His horn started to glimmer and the tent quickly started to build itself until it formed a small, stallion sized abode. He unzipped it and went inside, where a comfy sleeping bag lay. He zipped up the entrance and snuggled in the bag before falling into a enjoyable sleep...

* * *

**Back to Discord and his group...**

* * *

Twilight opened her eyes and slowly got up, her breath paced. She looked around quickly for an enemy but realized she was in a safe area. She then stood up and saw Discord, who was looking at her carefully. She yelped and fell back. Discord chuckled and stuck his hand out as a gesture of kindness.

"Hey, don't worry. I won't vaporize you." he said calmly. Twilight looked at him thoroughly before taking his hand and getting up. She dusted herself and looked around, puzzled.

"Where are we? And where is Nightmare, Chrysalis and Nucleon?" he asked.

"Chrysalis had to leave for an important meeting in her kingdom. As for Nucleon and Nightmare, they are over there." he said, pointing at the two sleeping bodies. Twilight rushed forward to check on them.

"Are they...you know..?"

"No, they are not dead. Honestly Twilight, when will you learn? Nightmare is immortal, and I doubt Nucleon is dead. He took a beating, yes, but he isn't dead." reprimanded Discord, rolling his eyes. Twilight glared at him and he shrugged.

"Just saying." he simply said. Twilight looked down at Nucleon and then at his broken hoof. She started to bandage it with a few pieces of adhesive from her saddlebag while Discord started to walk around the location, muttering some ancient words...

* * *

**Back to Shining Armor...**

* * *

_It was a beautiful sunny day in downtown Canterlot. The city was bustling with activity, as ponies ran to and fro through the market and stores scattered around._

_Past the downtown district and the marketplace was a small neighborhood clustered between the city gates and the Royal Castle. At the end of the second street was a small house._

_The door opened and the teenage Shining Armor stepped out and smiled. It was such a good day. He turned around and shouted back in the house._

"_Twi! Let's get going. I want to get you something for your birthday!" he yelled. Inside the house was a small squeal and a moment later, a filly Twilight rushed out. She crashed into her brother, who stumbled back on the porch._

"_Present? What is it? A new book? Is the one on the planets-" she said breathlessly. Shining Armor quickly put his hoof on her mouth as she continued talking. She frowned and he laughed._

_"Maybe. C'mon, let's get going. Did you tell mom that we are going to downtown?" he asked. Twilight nodded vigorously and both of them set off towards the loud downtown area..._

Shining Armor gasped and got up, sweating heavily. He looked around and saw that he was still in the tent, and his alarm clock was ringing. He put it on snooze and fell back, wiping a single tear from his eye. That dream was so vivid.

He then got up and exited the tent. After collapsing it and stuffing it in his saddlebag, he faced the ravine and closed his eyes, his horn glowing. A moment later, he appeared on the other side of the cliff. He smiled to himself and trotted down the path...

* * *

**Again to Twilight and friends...**

* * *

"So did Celestia beat me or did I beat her?" asked Nightmare Moon. All of them were sitting around a campfire and were eating breakfast.

"Celestia was going to beat you, but then Discord saved all of us by putting everypony under a sleep spell." said Twilight crossly, eating another piece of egg. Nightmare thought about it but then nodded in approval.

"Well, that was good timing. I'd hate to see what would've happened if it wasn't for him." she said. Twilight looked up and caught Nucleon's eye before she turned away quickly, blushing. He coughed.

"I'm sorry for what I did to your old friend. I was trying to help you out..you know.." he mumbled. Twilight smiled.

"It's ok. You pushed off Rainbow Dash for me, which was a relief. But I didn't want to kill them..I almost killed Rarity though...I don't know what takes me over when I face my friends." she said, looking down. Discord froze when she said that.

"What do you mean?" he and Nucleon asked unanimously.

"Well, everytime I see them, I have this anger inside me that I want to release. It's like I want to hurt every single inch of them when I see my friends. But I would never do that. Hurt, yes for self defense. But kill? Never." she said sadly, staring at her plate.

"You will have to get used to it, Twilight." said Discord, shaking his head.

"I don't think so. We can spare lives instead of killing." objected Nucleon.

"I agree with Nucleon. That way, we won't attract attention by the mass killings." chimed in Nightmare. Discord sighed and crossed his arms.

"You guys are no fun." he huffed. Nucleon laughed and Nightmare stood up.

"Enough with the talking. We must organize our next attack. First, where is Chrysalis?" she asked Discord.

"She left because her kingdom needed help and other stuff." said Discord in a bored voice. Nightmare nodded.

"Very well. We will call on her help soon. Now, we must prepare to strike the smaller cities. When we went to Canterlot, our cover was blown. My dear sister now knows that we are going to attack, so she fortified the capital. However, when she increased security in Canterlot, she pulled out guards from the smaller cities. This makes them virtually undefended." she explained. Twilight nodded.

"Yes. That means we can attack Appleloosa or Trottingham. Possible Ponyville or Manehattan if we conquer the others." said Twilight, rubbing her chin in thought.

"What we really need is a spy. That way, we can get information from the cities and see what's going on." suggested Discord.

"Good idea. I think we have a perfect candidate..." said Twilight, looking at Nucleon. He backed up nervously.

"Er...why are you staring at me?" he asked. Twilight and Nightmare exchanged looks and smirked at him.

"Tell me, do you mind being a mare for a while?" asked Nightmare. Nucleon scratched his head.

"Well..um..it's alright-Wait, no I don't! Why are you asking me?" he demanded. Twilight giggled while Nightmare rolled her eyes...

* * *

**15 minutes later...**

* * *

"Nopony will suspect you of being a changeling now." said Discord cheerfully.

"Yes, now you look exactly like a normal Manehattan pony." said Twilight, suppressing laughter as she applied makeup to Nucleon. He groaned.

"Why are you putting makeup on me? I can already generate myself as a random pony..." he said.

"Because if you randomly became a certain pony, that pony will probably point you out as an imposter. After that, your cover will be blown and our plot will be useless." explained Nightmare. Nucleon sighed.

"I better get payed for this." he said as Twilight finished applying the last bit of makeup to him. He changed himself into a mare, and after Twilight was done fixing him up, he looks very fancy, with his mane piled up and his tail curled.

"He looks good now." observed Discord.

"Don't get any funny ideas." muttered Nucleon.

"Enough boys. Nucleon, I shall teleport you to Manehattan. Also, take this crystal gem with you. We can communicate easily since the gem transmits your voice waves to us. Just rub it when you need to talk to us." ordered Nightmare, handing Nucleon a small blue gem that looks like a sapphire.

"Thanks. I won't fail you guys." he vowed, pocketing it.

"Get ready." said Nightmare, her horn glowing. Before he was teleported, Twilight surprised everypony by bounding up to him and kissing him on the cheek.

"Good luck." she whispered. Nucleon was speechless before he disappeared with a bang.

"That will affect our spy's performance. I don't think he's thinking of the mission now." said Discord, smiling. Twilight felt her face go hot.

"Never you mind." she said before turning around and looking at the small book that she was reading...

* * *

**Meanwhile, in Manehattan...**

* * *

Nucleon opened his eyes to see himself in a large city. Skyscrapers loomed over him, and carriages roared down the streets. Ponies walked past him and others were shouting their wares.

He was still speechless about what Twilight gave him, but he shook his head. Time to get serious. Suddenly, he felt something vibrating against his pocket. He pulled out the gem and found out it was glowing bright blue. He rubbed it and Nightmare's voice came through.

"Hello, Nucleon. Can you hear me? How is Manehattan?" she asked. Nucleon looked around and found a small alley. He went in there and talked with her.

"Yeah, I can hear you. Manehattan is nice, although it's going to be hard finding anypony that knows about the defense that Canterlot is putting up." he said thoroughly. Suddenly, he heard something behind him and turned quickly to see two stallions staring at him.

"Well, hello gorgeous." said one of them, taking a step towards him. Nucleon backed away.

"Oh..hey.." he said, trying to keep a distance between them.

"Where you tryin' to run off to?" said the other one, licking his lips. Nucleon kept backing away until he found himself against a wall. The two stallions were blocking his way.

"Nucleon? Can you hear me? What is going on?" asked Nightmare.

"Uh, I think we have a problem. Talk to you later." he said, quickly closing the connection. He raised his hooves, getting ready to fight...

* * *

**I'll upload the next chapter on Sunday. But yeah, time to watch the first episode of Season 3 :D**

**Prepare yerself, Youtube!**


	9. Preparations

**So here's Chapter 8! **

**I've recently started to sketch random pony drawings, so can you guys check out my deviantART account? I didn't upload any pics yet, but I did upload this story to 3 dedicated MLP Fanfic groups. Here's the link: fyronarion DOT deviantart DOT com (sorry about that, doesn't like urls from other sites)**

**Anyways, enjoy!**

* * *

As the two stallion slowly came towards him, looks of triumph on their faces, Nucleon quickly tried to figure an escape route.

"Crap." muttered Nucleon as he was pushed against the wall. He looked around wildly for a way out, but he didn't find a way. As one of the stallions reached for him, he quickly grabbed him by the hoof and twisted it. The stallion screamed and fell down, his arm bent in an awkward angle.

The second stallion looked at his companion and then at Nucleon. He growled, putting his head down and was getting ready to charge him with his horn. As he galloped towards him, Nucleon dodged him and he winced when he heard a sick thud against the wall.

Nucleon turned around to see both the stallions laying on the ground. The one with the broken arm tried to get up and attack him, but Nucleon quickly stunned him with his magic. He did the same to the other stallion.

"But...how..can you fight? You're just a mare." gasped one of the stallions. Nucleon smirked.

"Don't judge a book by it's cover." he simply said before turning and heading out of the alley...

* * *

**Meanwhile, at Sweet Apple Acres...**

* * *

It was a hot afternoon at the farm. The heat dried up the small creek at the edge of the farm, so the trees were slowly starting to dehydrate. At the farmhouse, the small weathervane creaked slowly. Sitting at the porch in her rocking chair was Granny Smith. She quietly observed the vast clusters of trees in front of her. Only a few have grown apples, while the others were empty. She sighed.

Hoofsteps was heard behind her and Big Mac appeared by her side. He too was taking the day off, as the weather was too hot to work for. Granny Smith seemed to acknowledge his presence.

"Such a hot day, eh Big Macintosh?" remarked Granny Smith.

"Eeyup." replied Big Mac, looking at the acres. A moment of silence went past.

"Applebloom's still at her friend's house?" she asked. Big Mac nodded.

"Ah, ok. Where's Applejack? Bucking trees?"

Again, Big Mac nodded.

"I hope she comes home quick. Who knows what 'appens to fillies in this weather..." she said before turning her head to face the front yard. Big Mac just stayed silent, watching the field in front of him.

* * *

**To Applejack...**

* * *

There was no point in harvesting the apples today, since the weather was practically burning. But on the side of the lake, where the most apples grew since the trees were close to the water, Applejack was working diligently in order to sell the new batch in Ponyville, since there was going to be no business today.

Beads of sweat trickled down her face as she kicked another tree. The tree shuddered, and three or four pieces of apples fell into the basket. She smiled.

"That ain't bad for a tree in this weather." she said, wiping the sweat from her brow. Suddenly, she heard somepony calling her. Her ears perked up, trying to find the voice. After a while, the voice died down. She frowned.

"Musta been mah imagination..." she muttered before turning to the basket and picking it up. All of a sudden, she heard a splash behind her. She turned around to see a pink figure waving at her at the shore. Applejack sighed.

"Really Pinkie, what in tarnation are ya doin' in there?" asked Applejack. Pinkie grinned.

"I was just swimming when I spotted you. Oooh, I want you to read this!" exclaimed Pinkie, tossing a copy of the Ponyville Herald. Applejack caught it and unfurled it, not a bit surprised that the paper isn't even wet. She scanned the headlines, which informed her about a small incident in the Canterlot Royal Castle Garden. She frowned.

"Wait, how did they find that news out?" she asked Pinkie.

"Um...I think one of the Royal Guards talked about it. He wasn't supposed to do that!" she said crossly. Applejack shook her head.

"Sounds like we have to tell the others about this-"

"I already did, silly! I told Dashie, Flutters, Rarity and you." she said, counting from her hooves.

All of a sudden, the sound of screaming air was heard. A moment later, a cyan pegasus landed in front of them. She shook her mane and slowly closed her mane, and trotted up to them.

"Pinkie told you the news?" asked Rainbow Dash, casually butting in to their conversation. Applejack nodded.

"Yep. Seems like there's ah spy in Canterlot." she said, scowling at the paper.

"We're going to smash him to a pulp!" said Dash cheerfully, rubbing her hooves. Another distraction appeared in the form of two silver sparks. A second later, the sparks intensified. All three mares quickly covered their eyes from the very bright illumination.

Finally, the lights died down. Rainbow Dash was the first to remove her hooves from her eyes to see a dazed Rarity and a cowering Fluttershy standing there. Applejack chuckled while Pinkie grinned. Rainbow Dash facehoofed herself.

"What in Celestia's name was that?" she asked. Rarity sheepishly giggled.

"I used the teleportation spell that Twilight taught me. I think I cast it right, but I need to improve on the arrival. Fluttershy, you can get up now. We're here." said Rarity reassuringly. Fluttershy looked up and breathed in relief. She shakily got up and greeted her friends.

"So what do we do now?" asked Rainbow Dash impatiently.

"I say we write a letter to the Princess. I'm sure Spike can do that." suggested Rarity.

"Ah don't think Spike recovered from his shock that Twi went against us..." reminded Applejack darkly. The others nodded in agreement. Rarity thought to herself.

"I'll think of a way to convince him. I'm sure I can flatter him." she said haughtily. Applejack rolled her eyes, while Pinkie started to jump.

"Oooh! While Rarity is doing that, we should make a plan in case that meanie Twilight attacks!" she shouted.

"Yeah, I agree with her. Since Rarity is working on Spike, me and Fluttershy will fly to Cloudsdale and try to convince the pegasi there that we are going to have an invasion on top of our heads." said Rainbow Dash, glancing at Fluttershy, who smiled in relief.

"Okay, I'll come with you." she said.

"Righty then, me and Pinkie here will fortify Ponyville's defenses and warn the mayor 'bout this case. Sound good?" she said, turning to Pinkie. She did a cartwheel.

"Ah think she likes that." said Applejack, suppressing a smile.

"Good. We'll meet at Sugarcube Corner in the afternoon." said Rainbow Dash, extending her wings out. Both her and Fluttershy took off towards Cloudsdale.

"I will see you all later. Good luck." said Rarity, her horn glowing. A moment later, she disappeared in a flash. Now there were two of them left. Pinkie turned to Applejack.

"Let's go!" she said, hopping past her. Applejack sighed and followed her, heaving the basket of apples that she will have to drop off at the front gate of the farm.

* * *

**All the way to the Saddle Valley...**

* * *

It has been a tiring journey for Shining Armor. He was hungry, tired and most of all, desperate to find a nearby town for shelter.

He has already traveled through Appleloosa and the desert landscape swiftly changed to the everlasting green valley. The sun was fiercely shining down upon him. Since Nightmare's spell only affected towns and cities that were controlled by Celestia, they were afflicted with the evernight spell. But regions outside of the commonwealths were normal, as if nothing stopped the sun from rising or descending.

Shining Armor crossed another large hill and he finally sighted a vast ocean stretching in front of him. He smiled and quickly galloped towards it.

As he went close to the shore, he took out a pair of binoculars. He raised them to his eyes and looked through to see a small speck of land there. Other than that, there was nothing beyond it. He put his binoculars in his saddlebag and charged his horn, getting ready for a teleportation spell. Hopefully, this will take him to the spot where Twilight was hiding...

* * *

**Back to Nucleon in Manehattan...**

* * *

The sun was slowly setting in the background of the big city, casting a faint, orange light across the sky. Ponies were slowly starting to return to their homes, and stores were starting to close. Nucleon quickly navigated through the city, dodging homeless ponies and others.

As he slowed down, a pair of mares trotted past him. They were discussing something rather loudly, and he was uninterested in their conversation until one of them mentioned Princess Celestia's name. His ears perked up as he quickly halted, trying to catch every word.

"...so I heard she is sending half of her Royal Guard division to Phillydelphia, while the reduced half will defend Canterlot. They'll be working overtime." she said to her friend.

"I don't think that's a smart move. Why reduce the numbers that protect your main city?" she said, shaking her head.

"No, it's clever. My coltfriend, who is in the Royal Guard, told me that Princess Cadence's guards are also providing undercover protection for both of them. So she basically has two layers of protection by her." argued her friend. They kept talking until their voices faded and they disappeared around the corner of the avenue, but that was enough for Nucleon. He stopped and took out his gem, rubbing it. It hummed slightly, giving off a blueish hue. A few seconds later, Twilight answered.

"Hello Nucleon! Did you find anything newsworthy?" she asked. He quickly explained to her what he heard, and a moment of silence followed that.

"Are you sure you heard correctly? I don't think it's safe trying to go there now." said Twilight skeptically. Nucleon groaned.

"Believe me, I heard correctly. This means we can go in and overthrow her. I'm sure Cadence's guards aren't much of a challenge anyways." he said.

"I don't know about that. Knowing my brother, he probably put the best of the best of his Royal Guard units to protect her. Speaking of my brother, have you heard about him lately?" she asked. Nucleon shook his head.

"No, not really. Although I heard from some ponies that he temporarily left his position as the Commander of the Royal Guards for something important. I don't know what, as that was most of the information I fished out." he said thoughtfully.

"Interesting...I might have to ask Nightmare to see if she can pinpoint his location. That way, I can find out if he is coming-"

She was interrupted by a loud yell. Twilight quickly twisted her head back to see a something fly towards her. She yelped and dodged, avoiding a frying pan that disrupted the connection a little. She got back up, shaken.

"What was that?" asked Nucleon, trying hard not to laugh. Twilight scowled at him.

"Discord again. He keeps pulling pranks on Nightmare. In this case, she was sleeping and he held her snout for too long. All I see now is a flurry of cooking utensils, which Discord is lazily flicking away." she reported, craning her neck to see the commotion.

"Well, I'll go get some sleep. I'll probably be back tomorrow. See you later, Twilight." he said.

"Take care." she said, smiling, before closing the connection. Nucleon looked up. It was dark. The only sounds were the occasional yells from ponies within their houses. He looked down and morphed back to a normal stallion before dashing towards the nearest hotel to relax in...

* * *

**At Canterlot...**

* * *

"...and remember to tell him to keep the left side of the wall on watch. It is the weakest part of the structure." ordered the Princess to her advisor. Ever since the threat of Nightmare Moon attacking Canterlot got out, all the ponies started panicking. The princess had to answer thousands of questions relating to the case, and she was exhausted. Just when she dismissed her fifth advisor, one of her guards burst into the room. He galloped past everypony and whispered something in her ear. She gasped.

"So it's true?" she asked the guard. He nodded.

"Tell the others to get ready. They will be deployed tomorrow morning." she said strictly. The guard nodded again and dashed off. One of the Princess's advisors looked confused.

"What is it, Princess?" she asked. Celestia just stared into space.

"Shining Armor. He has located my sister. And Twilight. Tomorrow, they will be brought back here to face justice..." she said. Her advisor nodded, taking note of what she said. Tomorrow will be the day of full on assault.

* * *

**I'm bringing in another chapter update around Thanksgiving. Now I shall wait for the next episode of Season 3 by practicing my sketch of Applejack :D**


	10. New Blood

**[A/N] Damn, I think I pulled off another 2 week update length. But here's chapter 9. Guys, if I do that again, please pm me with death threats or something that will get me to finish the chapter in time xD**

**Enjoy!**

* * *

"Go go go!" shouted one of the Captains of the Royal Guards. The pegasus regiment of the guards sprung their wings out and started trotting, before breaking into a fast gallop and jumping into the air. They flew in a circle formation around the sky before turning north and flying towards the Saddle Valley.

The Captain looked on at his units that flew away and took out a scroll. He quickly scribbled a message to the Princess and whistled. A messenger landed next to him a few minutes later and took the scroll before taking off towards the tower of the princess.

As the messenger flew towards the tower, he quickly circled the tower once before landing on the balcony and knocking on the door. It slowly opened and the Princess stepped out. The messenger bowed.

"Princess, I have a message from the Pegasus Fleet Commander of the Royal Guard." he quickly said, handing the letter to her. Her horn glowed as the letter levitated off his hoof and went behind her.

"Thank you." she simply said before closing the door on him. She then turned around and quickly opened it, her eyes darting to read the writing.

_To Princess Celestia:_

_I have ordered half of my pegasi to fly towards Shining Armor's location, as pinpointed by our mapper's coordinates. Captain Bronze Dagger has ordered the Earth Pony branch of the Royal Guard to go along with the pegasus, while allowing half of them here to provide guard duty. Finally, the Unicorn guards will be patrolling all of the Solar cities for suspicious activities._

_ Yours most sincerely_

_ Capt. Spear_

The Princess smiled. Everything is going to plan. If this works, she will soon have Luna and Twilight on her side, Discord petrified and Chrysalis banished to her plane. At least, that's what she hopes what will happen.

Her horn glowed and she quickly scribbled out a reply. After finishing it, she wrapped the scroll up and sent it on its way to the Commander...

* * *

**Meanwhile, in Ponyville...**

* * *

It was another normal day in Ponyville. The town was thriving with activity, and ponies moved back and forth to different stores. However, one building in the town was void of any activity.

Twilight's Library looked as if it was abandoned years ago. The windows were covered with dust, and cobwebs already formed around the edge. The tree itself looked like its life was slowly fading, as the leaves were turning dull brown and the branches starting to sag.

Inside the library, it was a mess. Books and candy wrappers were cluttered about, trailing the floor and the stairs all the way to the bedroom. The candles that were lighting the room melted, only showing a small puddle of wax.

Upstairs in Twilight's bedroom, a small purple figure was lying on the bed. His eyes were bloodshot and baggy, and his body was reeking unpleasantly, courtesy of not taking a shower for a week.

Spike was just lying on the bed, gazing at the ceiling with a fixed expression on his face. He never believed that Twilight. a pony he considered a sisterly and motherly figure to him, betrayed the Princess and left to join the dark side.

Ever since that happened and he heard the news a day later from a guard who dropped in to inform him, he was never the same. Spike never came out and became a hermit in his own house. He never answered the door, and neglected cleaning the library or keeping the books organized. It was as if he lost hope in the world.

He sighed, rubbing his eyes. Another day gone. He slowly got up and dragged himself downstairs to the kitchen to eat a snack.

While he was rummaging through the spoiled contents of the fridge, a gentle knock was heard on the door. Spike growled. When are these ponies going to stop bothering him?

"GO AWAY!" he shouted at the door. The knocking stopped, but a voice answered.

"Spike, it's me, Rarity. Let me in, I have to talk to you." answered a soft voice. Spike's anger slowly dissolved. Rarity? What would she want from him?

He walked over to the door and opened it, peering through the edge. Indeed, it was Rarity. She smiled at him, and he felt his heart skip a beat. Spike fully opened the door and invited her in.

"I knew you wouldn't ignore me." she said happily, trotting in. Her presence made the entire room light up, as if beauty was a source of illumination. Spike just nodded, and he suddenly realized how awful he looked to her. But if she showed any disapproval of this, she didn't. Instead, she sat on the chair and asked him to sit next to her.

"How are you?" she asked.

"Fine, as you can see by my condition." he grumbled. Rarity glanced at him and raised an eyebrow. Her horn glowed and he was suddenly up in the air. Spike yelped.

"Hey, let me down!" he shouted, squirming against her magic. Rarity chuckled.

"Not now, Spikey. You are in need of a major fashion overhaul." she said, focusing more energy on him. Bubbles started forming around him, along with steam. A flash later, the smell of lavender and roses drifted through the air as a glowing Spike was gently placed on the chair. His spikes were radiant, and his body was sparkling. He admired himself.

"Wow, uh, thanks! Didn't know you can do that sort of stuff." he said. She waved her hoof.

"Oh, I know a good collection of spells. Support and household spells, I mean. Not as good with combat spells like Twilight though." she said dismissively, watching Spike carefully for his reaction. Her hunch was right. As soon as he heard her name, his eyes slowly faced down and his smile dropped to a sad expression. He started playing with his fingers until Rarity placed a comforting hoof on his shoulder. Spike felt his cheeks burning.

"Listen Spike. Twilight left us too. We all feel your pain. That is why I am here. We need you in this. I need you." she requested, locking onto his eyes.

"No thanks. I have no pleasure in finding Twilight. She left me here to rot, so why shouldn't I leave her out there? Besides, I'm not good at anything and I never will be." he said sadly before he turned and walked towards the bedroom. Rarity frowned and followed him.

"Spike, you have to come with us. What happens if we find Twilight? What if she comes back to our side? How do you think she will feel when she finds out her favorite assistant was not with us? Please, Spike, we need you on this. Don't bring yourself down on thinking you are useless. Pure muscle and looks are nothing compared to what you have in there." she pleaded, placing her hoof on his chest. Spike looked down on where her hoof lay, and then looked up at her strangely.

"My stomach? I had a danish for breakfast, if that's what you're asking for "what's in there"." he said, confused. She laughed.

"No, silly. I mean your heart! Out of all the ponies I met, you are the one with a pure heart. I mean, you're not a pony of course, but you do understand what I am saying, right?" she asked. He nodded, a sliver of hope flaring up within him.

"So will you help us? We will need somepony to help with messages, along with information on Twilight's whereabouts. And I am sure you would not mind since the Princess personally requests your presence on this task." she asked. Spike thought for a while until he nodded.

"Yeah, I will. No matter what obstacle they throw in our way, we will achieve our goal of bringing back Twilight to us. I'm coming." he said confidentially. Rarity smiled at him.

"Thank you, Spike!" she said cheerfully, kissing him on the cheek before trotting away. Spike had a dazed expression on his face as he felt the right side of his cheek, which was burning as if he touched it with hot iron.

"You-You're w-welcome." he stammered a few minute later until realizing that she left. He looked around and started gathering his things, his brain whirring on what he signed up for...

* * *

**In Ponyville Square...**

* * *

Applejack and Pinkie walked out of the Town Hall, confident with their meeting with the Mayor.

"Do ya think she'll buff up the defenses?" Applejack asked Pinkie. The pink earth pony nodded energetically.

"Oh yes! She has to believe us! The Princess is on this too, so she's forced to follow us!" she said cheerfully, bouncing up and down. Applejack rolled her eyes.

"Well, ah hope Rarity, Rainbow and Fluttershy are done with their jobs." she said. Just when she said that, Rarity halted in front of them, panting. Pinkie and Applejack exchanged glances with one another.

"So, what happened? Did Spike agree?" asked Pinkie. Rarity nodded, out of breath. Applejack raised an eyebrow.

"That quickly? Did ya enchant him-"

"Of course not! I am not that kind of pony! How could you ask such a thing?!" she questioned, recovering from her exhaustion as she glared at Applejack. She took a step back.

"Woah there, girl. Just askin'. Anyways, lets be off to Sugarcube Corner. We can all wait for RD and Fluttershy there." she said. Pinkie hopped excitedly.

"Free pastries on the house!" she shouted, bouncing towards the familiar frost covered building in the distance. Rarity followed Applejack.

"I am starving too. Let us be off." she said as both of them trotted towards the store...

* * *

**All the way to Cloudsdale...**

* * *

"...so if you see a purple unicorn with a dark mane, just tell us. Got that?" asked Rainbow Dash to a group of mares. They nodded and she exhaled in relief.

"Finally, someponies that understand. I wonder how Fluttershy is doing?" she asked herself as she flew through the sprawling cloud city...

* * *

**Eastern District of Cloudsdale...**

* * *

Fluttershy hovered around, trying to find somepony to talk to. She was nervous about informing random strangers about Nightmare's army. She looked through the crowd and spotted a stallion walking casually through the street. She smiled and flew towards him.

"Excuse me, sir. Um, if you don't mind, I need to ask you something." she stammered, landing in front of him. The stallion stopped and looked at her, puzzled.

"Er..okay. Make it quick, will ya?" he said impatiently. Fluttershy nodded and inhaled.

"Um...if you see a purple unicorn with a dark mane that is trying to kill us all, can you report her to us? I mean, if it's no trouble to you." she asked. The stallion looked taken aback until he burst out laughing.

"Ha, good one. Unicorns taking down pegasi. I haven't heard that one for years." he chuckled, wiping a tear from his eye. Fluttershy shook her head.

"I'm serious." she said quietly. The stallion laughed even harder.

"If you say so. Now, if you'll excuse me, I have to get to work." he said, pushing her aside as he made his way to a large office building. Fluttershy sighed and flew to him, landing in front of him and blocking his way.

"This is real." she persisted. The stallion snorted and shoved her aside forcefully.

"Okay, stop bothering me." he said irritably. Fluttershy growled and landed forcefully in front of him again.

"YOU'RE GOING TO BELIEVE ME!" she shouted at him. He gasped, falling on his rear. Fluttershy towered over him.

"DO YOU UNDERSTAND ME?" she shouted. The stallion nodded hastily before taking off in fright. Fluttershy sighed and turned around to see a cyan pony staring at her. She gasped.

"Rainbow! You scared me, my goodness-"

"Scared you? You scared me! That was some yelling you had there. Next time, use that voice when you're cheering me on when I do a Sonic Rainboom." she praised, giving a noogie to her. Fluttershy smiled, and they both flew to Ponyville together to tell the others about how their job went on convincing all the pegasi...

* * *

******[A/N] **Next chapter will come out on Friday probably. Until then, I'm going to play some Halo 4 and start on the beginning of Chapter 10. See ya guys!


	11. Unsure Kin

**[A/N] Hey guys! I got some good news!**

**First of all, starting after this chapter, new chapters for this story will now be extended to 3000-3500 words per chapter. Previously, I published chapters from 2000-2500. This is due to the fact that I have much more time available since my finals are over and I can enjoy writing more.**

**Secondly, I have an account on FIMFiction. The only two stories there are this and the Sun's Exodus. Please follow me and favorite it too, and I will do the same to you. However, chapter releases will roll out to this site first, as I love you guys for supporting this story :)**

**Finally, I am looking for a talented artist to create a new cover for The Element of Corruption. If it looks good, I will use it and give credit. I will even link your deviantART/fanfiction/whatever accounts too! If you are interested, drop me a private message.**

**Enough with my rambling, enjoy this chapter :D**

* * *

**Sugarcube Corner, Ponyville...**

* * *

The day was ending in Ponyville, evident by the fact that the moon was slowly going down and will soon rise again. Ponies were now used to the fact that towns across Equestria were bewitched by the Nightmare curse, and were now going into their cottages. But past the Town Hall and down the road, the large bakery was full of life as lights were blazing out of the windows and laughter was heard inside.

All four of them laughed as Pinkie juggled ten pieces of pastries on her back. She trembled under the weight of the cookies, pies and other goodies and suddenly collapsed, making it fly everywhere. Most of it was caught by a quick Rainbow Dash, while the ones that she couldn't retrieve were blocked from hitting them by Rarity's magic. Applejack snickered at Pinkie, who was smiling sheepishly, rubbing the back of her head.

"Next time Pinkie, try to bring it one atta time." she said before tucking into a rather large cheese cake.

"Oh I will! Just watch, AJ!" she said, jumping up and down. A small creak was heard and Pinkie turned her head slightly to see Mrs. Cake standing there, yawning. Pinkie hopped over to her.

"Do you need anything, Mrs. Cake? Oooh, you're tired?! You need some sugar!" she shouted, about to make a dash for the kitchen. However, Mrs. Cake caught her by the tail.

"No, Pinkie, I don't need any food right now. I just want you and your friends to stay quiet. Pound and Pumpkin Cake are asleep, and I am about to go to bed too. You can run the store, but please lower your voices. Can you promise me that?" she asked wearily. Pinkie nodded and Mrs. Cake smiled gratefully as she went up the stairs. Pinkie then hopped back to her friends.

"What was that about?" asked Rainbow Dash, her face covered with blue, courtesy of Pinkie's Blueberry Blast.

"Oh, nothing. Mrs. Cake told us to keep our voices down. Nothing else." she said cheerfully, taking a seat next to Fluttershy and digging into an entire Cherry Danish. Rainbow Dash nodded, taking another bite of the blueberry. Suddenly, somepony coughed and stood up. It was Applejack, and everypony stopped talking and eating to listen to her.

"Alright, y'all. We didn't come here to fool 'round. All of us promised we would report our findings. What did ya'll find?" she asked. Rainbow Dash smirked at her.

"Who made you the chief?" she challenged her. Rarity sighed.

"Rainbow, please. Do not start an argument with Applejack again." she said, rolling her eyes. Rainbow Dash folded her wings and sat down, hooves crossed, a cold expression on her face. Applejack smiled slightly until Fluttershy raised her hoof. She nodded at her direction.

"Oh, um. Me and Rainbow Dash managed to convince a couple of ponies about Twilight and her plans, although I think some of them didn't believe us.." she said, looking down. Rainbow Dash came close to her and smacked her on the back, causing Fluttershy to squeal and jump up in fright. Dash chuckled.

"Convince? Nah, if you saw how Fluttershy yelled at that stallion, you would think far from convincing." she said, smiling. Applejack raised her hoof.

"Righty then, what about you, Rarity?" she asked, turning to the white unicorn. Rarity huffed and stood up, rather bored looking.

"I have managed to convince Spike to come with us. It took some time, but the poor dear was wrecked from the thought that Twilight betrayed him. It seemed as if he almost lost hope in the world, but I turned things around. He should be arriving here any second now." she informed, gazing at the clock. Applejack nodded, looking relieved. So did everypony else.

"That's one good news ah've heard in awhile." she said, leaning back. Pinkie suddenly jolted from her seat.

"Ohohohoh! Me and AJ convinced the Mayor to improve Ponyville's defense and to add some guards! She believed us and then shooed us from the room after that. So we will have guards here in a matter of days!" she whispered happily.

"Everything seems to be in order then." said a confident Rainbow Dash. A moment later, the door opened and a small purple figure was standing there. He slowly made his way to the five mares.

"I'm here. I've got everything packed for our adventure." said Spike, carrying a backpack. He opened it up to reveal several parchments, some quills and inkwells, along with food, clothes, medical kits and a flashlight. Everypony was impressed.

"Great thinkin', Spike!" praised Applejack, opening the backpack a bit further. She gasped when she saw the interior of the bag. From the outside, it looked like an ordinary backpack. But inside, it seemed like an enormous atrium. Books were organized neatly in the walls, along with reading tables, a small cafeteria, and an observatory, complete with a window mimicking the weather outside. The supplies that Spike mentioned were held in a different pack which was small. Applejack called the others to see it.

"How strange." said Fluttershy, peering into it.

"That's cool..but kinda freaky." said Rainbow Dash, hovering over the bag.

"Just imagine the sewing supplies I can store in there!" squealed Rarity, looking inside it. She realized her friends were frowning at her and she chuckled nervously.

"WOW! That's a nice quill, Spike!" yelled Pinkie, pulling a jet black quill from the bottom of the storage bag. Spike smiled to himself.

"Twilight enchanted this bag herself. She calls it the Portable Storage spell. I don't know how she cast it. I think she spent a few weeks studying math formulas and other stuff to figure this out." he said, scratching his chin. All of them laughed as they stood up and slowly trudged out of the store, Pinkie being the last to follow as she turned the lights off, flipped the open sign to CLOSED, and locked the door as she hopped after her friends...

* * *

**All the way to Twilight's encampment...**

* * *

"This seems interesting..." muttered Discord, observing the shore on the other side with a pair of binoculars.

"What is it?" asked Twilight, coming up next to him. He ignored her as he kept scanning the horizon. Twilight rolled her eyes and her horn glowed. The binoculars glowed purple and flew out of Discord's hands and levitated itself in front of Twilight's eyes as she peered through.

"Hey!" he said indignantly, crossing his arms. Twilight pretended she didn't hear him as she watched through the binoculars.

From her view, she saw a couple of tents, along with a few campfires. Ponies were walking around the area, and she noticed that all of them were stallions. As she was scouting, she saw saw a flash of blue from the corner of her eyes. Her heart beating, she quickly turned to see it but lost view of it.

_It must've been my imagination... _she thought, watching them.

"You didn't tell us that they were hostiles." said Twilight, looking at Discord. He smiled.

"Oh. I forgot." he simply stated. She sighed.

"I'm going to inform Nightmare about this. Hopefully, we can move out before they try to attack us. If not..well, we can hold them back." she said, before turning around and trotting back into the camp. Discord nodded before taking the binoculars she left behind and looking through it more.

As she walked through the camp, Twilight saw Nucleon sitting on a small log. He was busy with something, as his horn was glowing with energy. A couple of logs were levitating around him. Twilight stopped to watch.

He closed his eyes and the logs rose higher until they started spinning around him. Soon, the spinning intensified, and shavings of the logs flew to the ground.

A few minutes later, the logs slowed down. But they weren't logs anymore. Standing before him was a large boat, complete with two decks and portholes. Nucleon smiled to himself as he levitated the ship to the water and made a ramp for access.

Twilight suppressed a gasp as she watched with awe. She shook her head, thinking it's best not to bother him, before turning and trotting towards Nightmare's tent...

* * *

**Across the place where Twilight was located...**

* * *

The makeshift command post was lively with activity. Royal Guards were running past each other, yelling orders. A group of tents were standing, each with the Royal Guard insignia, their standards flying in the breeze.

One of tents were much bigger than the others. Inside it, Shining Armor was looking at a large map that was covering the table. Pieces of pony figurines were littered on the map, signifying the positions that the Royal Guards will have to take.

He rubbed his chin and his horn glowed. One of the figurines, a pegasus, levitated itself onto the top of the land with a red X marker, which showed the attack zone. That meant the pegasus ponies were going to fly over the area first and clear it out with cluster bombs.

As he rubbed the sleep away from his eyes, the tent flap was pushed aside as one of his Captains came in and saluted him.

"Sir! Our guards are on standby. We are ready for your command." he reported. Shining Armor stood there, taking a moment to process what he said. He suddenly looked up and nodded.

"Yeah, let's go. Let me get ready, Captain Axe." he said, dismissing him. The guard nodded and left the room. Shining Armor turned to a small chest in the room and his horn glowed, unlocking it. Inside was his armor, made out of reinforced gold and carved with intricate designs. The pieces flew up and perfectly fitted onto him.

As he was finishing strapping his hoof guard on, he saw a small picture in the bottom of the chest. He picked it up and saw that it was a picture of him and Candence during one of their honeymoons to Las Pegasus. He smiled, reminiscing the good days and the warmth of happiness he felt when he was around her.

"I promise I will be back, Candence. I love you." he said quietly before stuffing the picture into one of the many slots in his armor. He turned and grabbed his sword before leaving the tent...

* * *

**Meanwhile, to the Elements...**

* * *

"So..uh..where are we exactly?" asked Rainbow Dash. They were in a small mountain range overlooking a large lake. In the distance, large forests could be seen.

"Just hold on, I'll find it." said Spike, trying to read the map.

"It feels like we were walking in circles." chimed in Rarity. Applejack nodded in agreement.

"No we weren't! Wait-I've seen that mountain before-"

"Duh! We went past that mountain on the other side before, silly!" stated Pinkie, pointing the obvious. Spike blushed in embarrassment.

"It's not my fault we're hopelessly lost! If it wasn't for Pinkie trying to stop at that bakery in Appleloosa-"

"Cut it out, Spike. Guess we all gotta use some good ol' fashioned magic, eh Rarity?" said Applejack, looking at her. Rarity gulped and took a step back.

"Er..I think you got it wrong. Support spells, yes. Teleportation? Not so much." she said. Rainbow Dash laughed.

"Is somepony too chicken to show their powers?" taunted Rainbow Dash. Rarity flinched when she said that to her.

"Rainbow, please be nice." said Fluttershy quietly. Rarity turned to Rainbow Dash and glared at her.

"Very well. I will teleport all of us. I cannot guarantee if it will be safe, nor can I say if the spell backfires and we end up in the Everfree Forest." she said crossly, her horn starting to charge. Fluttershy yelped when she said that.

"W-w-wait! The E-Everfree Forest? Um..I think I'll prefer staying here- EEP!" she yelped when the spell suddenly engulfed all of them and they disappeared in a flash of white.

* * *

**Back to Twilight...**

* * *

Nightmare Moon was rather amused by the ponies on the other side after Twilight told her what they might be planning to do.

"It might be too late to pack up and leave, Twilight. I can see that they are preparing to attack." she informed. Twilight's jaws dropped. How can she see-?

Nightmare smiled at Twilight's reactions.

"Very easy to spy, Twilight. A simple observation spell." she said, her horn glowing. Blue mist started forming in front of her until it turned into a frame that looked like a television. It flickered for a while until it showed stallions lined up in a single position.

"Royal Guards...hmph. I would have expected my sister to send in..ah..let us say, more able soldiers." she commented. Twilight focused her eyes on the projection. When she saw a sliver of a blue mane in the corner, her eyes widened.

"Nightmare, please move the view to the right and zoom in about ten percent." she said. Nightmare nodded, her horn glowing again. The camera panned right and moved closer. Twilight got a full view of a white stallion with an electric blue mane and a shield with stars cutie mark. She almost fainted.

"Shining Armor..." she whispered. Nightmare was apparently pleased with her reaction until the tent flap flew open and Discord came bounding in.

"Interrupted something? Oh well, too bad. Anyways, I was on the horn with Chrysalis and she said she's coming back in an hour or so. Huzzah! It will be a party!" he said, dancing in the air. Nightmare rolled her eyes and stood up from her desk. She walked to the window and looked out towards the ocean.

"Discord, a moment please? I need to have a word with Twilight." she said firmly. Discord stopped dancing and, noting her stiffness in voice, saluted her before disappearing in a burst of smoke. Twilight was still transfixed about seeing her own brother.

"You can take him on if he tries to attack you, right?"

She was snapped from her daze and looked up at Nightmare. She gulped and, after realization that it was for her own defense, nodded.

"Good. Prepare yourself. They will attack. And Twilight, remember this: Do. Not. Hesitate." she said before leaving the room, leaving Twilight to ponder around in her thoughts about her own brother coming to attack...

* * *

**Enjoyed it? I hope so. Next chapter=next week. Follow me on FIMfiction too! Leave any compliments or criticisms in your review!**


	12. Battle of Saddle Valley

**Chapter 11! Sorry for the length again, as I had to go on a trip to England to visit a couple of relatives. It was pretty fun, to be honest. Also, I hope everypony had an awesome Christmas/Hearth's Warming Eve!**

**As my present to you guys, all chapters are now extended to 3000-3500 words. Also, a certain egotastic unicorn makes her appearance in this chapter.**

**Did you guys get cool gifts for Christmas? I know I did xD**

**Enjoy reading!**

* * *

The sun was slowly setting, casting blood red rays in the horizon. Shining Armor looked on at the descending sun before turning to his platoon of Royal Guards who were willing to fight for their lives against this menace. He trotted forward and looked at each and every one of them individually.

"Guards! Listen up! Today is the day we have been waiting for. Today is the day we shall stop these fiends from attacking countless cities and towns and prevent them from causing any more destruction. Am I right?" he shouted.

"Sir, yes sir!" replied all of them, straight and rigid. Shining Armor nodded approvingly.

"That's what I wanted to hear. Now listen up. The Princess has specifically stated not to kill Nightmare Moon. If you see her, weaken her until we can capture her and send her back to Celestia. The same applies for Twilight Sparkle. If any one of you disobeys this rule and hurt Nightmare, or worse, Twilight...I WILL RIP YOUR HEADS OFF AND SHOWCASE IT IN THE CANTERLOT TOWN SQUARE! Do you hear me, guards?" he thundered. Some of them gulped, but nodded their heads unanimously.

"Very good. Now, I want the Pegasi to carry the Earth ponies into the landing zone. The unicorns can teleport across the waters and provide long range support while the Pegasi and Earth ponies provide some form of defense for them-"

He was interrupted when a large flaming ball hit the barracks tent. Debris and flames flew everywhere as everypony tried to evade the flying shards of wood and fireballs. Shining Armor shakily got up, coughing. One of the guards on duty landed next to him to explain what happened.

"Sir, it appears that the other side has a catapult. They are loading another projectile and are cocking it back for launch." he said, panting.

"Send them out, White Wisp. Destroy the catapult before it decimates us all!" he ordered. White Wisp nodded before shouting commands to the infantry. They acknowledged the order and flew towards the land on the other side of the base...

* * *

**Meanwhile, to Twilight...**

* * *

Twilight was observing the effects that the catapult did to the guards camp on the other side. She smiled as she saw flames and smoke spiraling in the air and wreckage scattered everywhere.

"I told you I can build a catapult in less than a week." said Nucleon confidentially to Discord. They were both behind Twilight and were loading another round into it. Discord was deeply interested in the catapult.

"Very interesting. You see, back when I was in charge, we didn't have this fancy gadget. If we wanted to throw flaming balls, we had to construct giant slingshots. But this...I wonder if I can load cotton candy clouds and make it detonate when it lands, causing hot chocolate to spray everywhere..." he said thoughtfully. Nucleon laughed as he twisted the bolt back, priming for launch.

"That's not a bad idea, actually. We should try it soon." he said, standing back.

Twilight turned to look at them and then at the catapult. Discord raised his claw, which started to glow. A moment later, a column of fire flew out and ignited the ball. It erupted into flames. She had an impressed expression on her face.

"These things are very dangerous. I hope it doesn't backfire like the last time Nucleon tested it." said Twilight. Nucleon rolled his eyes.

"Relax, Twilight. It only exploded last time because I didn't fix the pulley system. But now, it shall send another flaming ball to those unexpecting guards!" he said joyfully before cutting the line. The catapult creaked and flung the ball, sending it streaking across the bright blue sky as if it were a black shooting star...

* * *

**To the guards flying over the waters...**

* * *

The guards spotted the flying ball streaking towards them.

"Projectile! 12 o'clock!" shouted one of the guards.

"EVASIVE MANEUVERS!" shouted White Wisp, swerving tightly to the left. The guards flying behind him followed suit as they turned swiftly to the left.

A squad of them. however, weren't so lucky. They turned too late, causing the ball to hit them and send them spiraling towards the waters. Wisp grimaced as he saw four flaming figures splash into the deep waters below.

One of his lieutenants flew up to him.

"Sir, we lost Echo squad. Shall I call for a rescue team to find their bodies and send them back to Canterlot?" he asked. Wisp nodded and his Lieutenant called out several commands to one of the squads, who obeyed his request and flew down to the waters to search for Echo team.

White Wisp returned his attention to the small camp that fired the catapult. He growled, pushing himself to reach it. They will pay for killing his men...

* * *

**Halfway across Equestria to the Mane Six (or Five, to be correct)**

* * *

"Guys, we really need a form of transportation." said Rainbow Dash, trying to warm her hooves by the fire. All five of them were camping out inside the Dark Forest, which borders Trottingham and the Crystal Snowlands. The cold winter breeze was coming down upon them from the Crystal Empire, casting a cold spell on the forest and dropping the temperature a few degrees. The day was also much shorter, and night was longer.

"I agree." said Rarity, a scarf draped across her neck.

"Me too." said Applejack, teeth chattering from the cold.

"Me three!" piped up Pinkie, who was roasting a marshmallow by the fire.

Fluttershy nodded her head in agreement, not saying a word. Applejack turned to Spike.

"How far are we from Saddle Valley?" she asked. He studied the map a bit further until looking up.

"Er...we might have a problem with that." he said, walking to the center of the circle and laying the map on a small log. The five mares gathered around him as he pointed a finger at a red circle.

"That's where we are. These are the places we have to cross" he explained, his finger resting on a long stretch of land with skulls on it.

"Griffin territory." muttered Rainbow Dash, a cold expression on her face. Spike nodded.

"Yeah. After that, we have to go through the Zebra territory and past Saddle Arabia. It's going to be a very long journey, and even if we do get to our destination, Twilight and her gang may have already moved on. We really need a form of transportation, like Rainbow Dash suggested." he said sadly, rolling up the map and sticking it in his pack.

Suddenly, something rustled in the trees behind them. All of them quickly turned to find what it was, and the trees moved again. The sound of something falling was heard, and it gave out a small grunt before galloping away. It was definitely a pony, by the sound of the clopsteps and the familiar shape in the shadows.

"Wh-what was that?" asked Fluttershy, hiding behind a small tree.

"No idea. Hey, AJ. Let's go see what it is." said Rainbow Dash, glancing over at Applejack. She shook her head.

"I'd love to, Rainbow, but if that thing's dangerous, ah don't want to risk bringin' it back to camp. It could cause chaos 'round here." she said reasonably. Rainbow Dash smirked.

"Chicken much?" she taunted. Applejack suddenly became rigid and her eyes twitched as she turned to meet Dash's challenge.

"Alright, that's it. C'mon you. Let's go find that darned creature." she growled, trotting past her.

"Wait! What about us?" yelled Pinkie, hopping behind them. Rainbow Dash turned to her.

"Uh...you can stay here and watch the camp. If that thing comes here, I want you four to deal with it. Got that?"

"Sure thing, Dashie! Don't worry, girls! Pinkie Pie will take care of the ghosties!" she said cheerfully as both Rainbow Dash and Applejack disappeared into the darkness of the forest. Rarity rolled her eyes.

"That's what I am afraid of." she said, before turning to Fluttershy and pulling her out of a tree. Spike ran up to help, and in a few minutes, they succeeded in pulling her out. Fluttershy had her hooves over her eyes as she looked around wildly. She gasped.

"This isn't safe!" she yelped before jumping into the bushes again. Spike sighed and facepalmed himself. Rarity did the same thing as Pinkie hopped around them, laughing and giggling.

* * *

**To the battle...**

* * *

The Royal Guards have managed to land on the camp and are attacking the the enemies. Magic spells flew everywhere, along with the glint of swords weaving through the place. Nightmare was holding them off using her magic, along with Twilight, but it was no use. The guards were slowly closing in on them.

"We can't stay like this forever!" shouted Nucleon, uppercutting a guard who came too close to him. Nightmare nodded, sending another barrage of spells towards the guards, disintegrating a pack of them in an instant.

"I agree, we need reinforcements!" she yelled back. All of a sudden, one of the guards burst forward from the pack and unleashed a salvo of magic missiles that flew towards Twilight. She gasped and formed a shield, but the spell was so strong that it penetrated her shield and hit her on the chest, causing her to fly back and hit a tree from the impact of the spell. Luckily, she was still conscious, but the energy beam did it's damage. Her chest was severely burned, and a few droplets of blood were dripping from her wound. Nucleon gasped and flew towards her.

"Crap! She's hurt bad!" he shouted, pulling out a first aid kit and tending to her wounds. Discord turned back and saw that all of them have been pushed against the borders of their camp. He groaned.

"I'm sorry to say this, but we're doomed." he said. Nightmare was about to reply when all of a sudden, the sky turned teal. The fighting slowly ceased as everypony looked up in awe. Nightmare looked up and studied the anomaly. From the clouds above, green flames came down. But they weren't comets or meteors. As they descended closer, Nightmare can make out familiar figures. She smiled in relief.

"We are saved." she whispered. Discord looked up and grinned.

"Oh yeah. Finally Chrissy answered my call." he said jovially.

* * *

**To the guards...**

* * *

"Woah, what are those?" asked one of the guards behind Wisp. He didn't answer as one of the flaming objects crashed down in front of them. It was a small, pony sized rock, and it was smoldering from heat. Wisp turned to one of his guards.

"Hammer, take point." he called out. Hammer stumbled out from the crowd of guards and trotted shakily to the sizzling rock. He placed his trembling hoof on the rock, and it suddenly exploded, sending him flying back. Smoke engulfed them as a figure came crawling out of the rock. When they saw it, all of them gasped.

"Wh-what is that?" asked Wisp in awe.

It was a changeling clad in glossy black armor. It snarled at the guards before launching itself towards White Wisp. Before it could stab him, Hammer quickly jumped forward and punched it with his hoof. The changeling stumbled back and collapsed on the ground.

"Thanks." said Wisp gratefully. Hammer nodded before turning to the squadron.

"Whatever these things are, they are hostile. Everypony, go on offensive. Do whatever you can to stop them." he ordered as three more small meteorites crashed near them.

* * *

**Meanwhile, to Spike, Pinkie, Fluttershy and Rarity...**

* * *

Fluttershy was still hiding in a nearby bush, but Spike and Rarity gave up on pulling her out since she keeps finding a new place to hide. Rarity was sitting on a log, a hoof file levitating next to her as she filed her hooves. Spike was pacing back and forth, worried about what's taking Applejack and Rainbow Dash so long. Pinkie was asleep, her body sprawled across the grass while she snored.

"I hope nothing bad happened to them..." muttered Spike, wringing his hands anxiously. Rarity glanced up.

"Oh, don't you worry, Spikey. They will be fine. Besides, I haven't seen any creature take down Rainbow Dash or Applejack yet. The two of them must be a considerable force." she assured. Spike nodded, but still walked back and forth.

Out of the blue, the trees started to shudder, making the branches and leaves fall. Spike stopped pacing and looked at the area in fear. Rarity dropped her file and looked worriedly at the place where the noise happened and at Spike.

"Spike, I want you to take Pinkie inside the tent. Take Fluttershy too. You should also stay in there. I will go see what it is." she ordered, standing up and placing her file in her saddlebag. Spike's eyes widened with fear.

"No! I mean, it's not safe for you to stay out here. You should go into the tent with Pinkie and Fluttershy. I can take care of them." he protested. Rarity smiled and rubbed his head.

"Oooh, Spikey. So noble. But you are a baby dragon, dear. I know a bit of magic to hold them off. Please, just take them into the tent. Now." she said, a bit more forcefully. Spike sighed and nodded, before dragging a sleeping Pinkie Pie into the tent.

Rarity turned to the dark forest, her horn glowing with arcane energy. She furrowed her brows, anticipating an attack.

There was a moment of silence, and something orange galloped out. Rarity unleashed a beam of energy that narrowly missed it. The orange pony quickly tackled her down. Rarity tried to fight back, but the orange pony had a familiar voice. She then realized it was Applejack

"Are...ya...MENTAL?!" she shouted.

"Oh, I'm so sorry Applejack. I thought you were a bear or something." apologized Rarity in relief. Applejack shook her head as Spike and Fluttershy both poked their heads out of the tent.

"We're safe!" said Fluttershy happily as she burst out of the tent. Spike followed her.

"Where's Rainbow Dash?" he asked nervously. Applejack glanced at the forest.

"She should be here now...y'all can't believe who we found in that forest..."

"Is it Twilight?" asked Spike hopefully. Applejack shook her head.

The sound of branches snapping could be heard as a hovering figure came out of the shadows, carrying another pony-shaped form. All of them looked at her coming towards them.

"Hey guys. Look who we found spying on us." said Rainbow Dash smugly, dropping an unconscious pony in front of them. She was a unicorn, with a very light blue mane. Her hide color was light blue, with a star and a crescent cutie mark. Her cape and hat was torn in places, and she was bruised.

Rarity, Spike and Fluttershy gasped, while Pinkie poked her head out of the tent. Her mane was poking out everywhere as she yawned.

"Hey girls. What's going on-" she stopped when she saw the pony laying there.

"T-t-Trixie?" she stammered. Rainbow Dash grinned, flexing her hooves.

"Me and Applejack gave her such a beating for casting those spells in Ponyville. It was fun, right AJ?" she asked. Applejack nodded, looking at the unconscious mare.

"But why would you bring her here? Don't you remember all those things she did back in Ponyville?" asked Spike angrily. Applejack stepped up.

"First of all, she said she was sorry. Secondly, her magic rivals with Twi's. That should give us an advantage if we even come in contact with Twilight. Lastly, she has a cart for transport." she explained. Spike still shook his head and turned away, crossing his arms. Rarity's eyes twitched as she looked at Trixie's unconscious body.

"She will pay for turning my mane green, and for making me wear that...horrifying dress." she said, grinning evilly. Pinkie hopped up next to her, glaring at the body.

"She removed my mouth! CAN YOU BELIEVE THAT?!" she shouted. Rainbow Dash sighed.

"You can all get your revenge when she wakes up. Then all of you will be even. But right now, we need to sleep. Somepony needs to watch over Trixie in case she makes a move for it-"

"I will! I've slept a long time, so I'm not sleepy." volunteered Pinkie. Rainbow Dash nodded.

"Good. Time to hit the sack. See you all in the morning." she said, flying into her sleeping bag. Applejack did the same thing, followed by Fluttershy, Rarity and Spike as they all went into their tents.

Only Pinkie was left outside, sitting on a log, mindlessly stoking the campfire as she hummed a tune...

* * *

**Back to the battlefield...**

* * *

The arrival of the changelings have greatly changed the outcome of the battle. Nightmare's team, which was previously held back from the guards, are now pushing forward with the assistance of the changelings.

Shining Armor was being carried by one of his pegasus guards. As they flew over the ongoing battle, he looked down and frowned as he saw his units being slaughtered.

"Drop me off over there." he shouted. The pegasus nodded as he slowly descended on a stretch of land far behind enemy lines.

"I'm going to let go now!" he said. Shining Armor nodded, checking his parachute. The pegasus let go as he fell towards the ground. The wind rushing past him felt like it was ripping him apart, and as the land came closer to his view, he quickly deployed the parachute and gently glided himself to the ground. He got up and dusted himself before looking at the large tent far away.

"Time to see what Twilight is up to..." he said, making his way to the tent, keeping a lookout for anypony doing patrols.

* * *

**The Great and Powerful Trixie is now an integral part of the story! What was she doing there? Find out in the next chapter!**

**Now I have to take down Christmas decorations :(**


	13. Sibling Confrontation

**Chapter 12. As always, sorry for the update length. The MLP Android game is so addicting! Send me a request if you have it, my username is Rockmim. It plays cross platform too!**

**Anyways, enjoy!**

* * *

Shining Armor rummaged through the tent, trying to find anything worthy to send to the Princess. He opened chests and went through dusty scrolls. Most of them were old letters or irrelevant.

While he was searching through the small cabinet, he noticed a small, ornate engraving below the drawer. A closer look shows the Changeling Coat of Arms etched into the wood.

Seems strange for them to have their Coat of Arms here... he thought, placing his hoof on it in curiosity.

A small creak was heard right when his hoof made contact with it. The cabinet shuddered, and suddenly lowered itself to the ground until it became level with the floor. Behind it was a small hatch, with a small lock attached to it.

Shining Armor quickly picked the lock and it opened with a small click. The hatch swung open to reveal a small storage space. He expected to find treasure or some rare valuable gems, but the only thing that was in there was a shriveled old parchment.

Puzzled, he gently levitated it out of the compartment, for if he handled it with his own hooves, the parchment would've been damaged beyond repair.

On the edge of the scroll read: From _Prof. Igor, Changeling Empire to Nightmare Moon, Location Classified._  
A small postmark was stamped onto it, saying **IMPORTANT INFORMATION: NOPONY EXCEPT RECIPIENT CAN OPEN.**

"This is going to be valuable for the Princess..." he muttered, pocketing the small scroll into one of the many storage sections of his armor. He then had a weird feeling that somepony was coming behind him. The fur behind his neck tingled uneasily as he quickly went for his sword. Sadly, he reacted too late.

The sound of hooves walking across the ground was heard, followed by a low whistle. He suddenly felt an abrupt pain on the back of his head before his vision faded and he collapsed...

* * *

**Meanwhile, to the Mane Five...**

* * *

Trixie slowly opened her eyes. She was on the ground, and she tried to move, but to no avail. Her hooves were tied firmly in place. She tried yelling, but duct tape was masked over her mouth.

It was a starry night, with a small amount of shooting stars streaking across the pitch-black sky. Around her, the sounds of the forest could be heard, from the lowly chirping of crickets to the high screeching of foreign and strange beasts.

She looked around, trying to find a means of escape. It was no use. Her captors tied her up effectively.

"So, you're finally awake." said an amused voice. Trixie craned her neck to see a cyan figure with a rainbow mane standing over her with a smug expression on her face.

"Mmmph!" was only Trixie's reply. Rainbow Dash chuckled.

"Ha, this is too good. Hey girls! She's awake!" she shouted, waving her hooves. A few minutes later, Applejack, Fluttershy, Rarity, Pinkie and Spike were overlooking the bounded Trixie.

She shot all of them a look of despair, struggling frantically to break free from the ropes.

"What should we do with her?" asked Spike, biting back laughter as he watch her struggle.

"Ah say we give her another good beatin'!" suggested Applejack, flexing her hooves.

Pinkie nodded in agreement, a maniacal expression on her face as she pulled out a rolling pin seemingly out of nowhere. Rarity also agreed wholeheartedly, her horn charging with energy. Trixie's eyes bulged with worry as she started to sweat from the danger looming over her. Spike just covered his eyes, not wanting to see what was going to happen.

Before they could hit her, a loud "STOP!" rang out through the forest. All four of them lowered their posture as Fluttershy jumped in front of Trixie, her hooves out as if she were protecting her.

"Fluttershy, get out of the way!" said Rainbow Dash, growling. She shook her head in defiance.

"What's gotten into ya?" asked Applejack, tilting her head in confusion.

Fluttershy just glared at all of them as if they had done something terrible to one of her animals.

"We can't hurt her just to know why she came after us. If we beat ponies up to get information, then we are no better than her." she reprimanded, pointing her hoof at Trixie, who looked taken aback at that remark.

Rarity and Pinkie Pie exchanged unsure looks with each other, and Pinkie finally put her rolling pin down at the end.

"Fine. I don't want to be in the same level as her." said Pinkie. Rarity followed suit.

"I will not be classified as a barbarian, so I shall not lay a hoof on her." she said simply, her horn slowly losing charge. Applejack shook her head bitterly.

"If that's how it's gonna be, ah'll agree not to hurt her.." she said. Fluttershy nodded approvingly before turning her gaze to Rainbow Dash, who was staring at all of them in awe.

"Wow...you are all just going to stop like that? After what she had done to us and Ponyville?" she said angrily. Fluttershy sighed, and so did the others.

"Rainbow, you have to learn to stop holding grudges against other ponies. It won't help you. Revenge may be sweet for you, but in the end, you will end up broken and angry like her." she said reasonably.

Rainbow Dash just shook her head.

"At least let me be the bad cop." she snapped. Applejack facehoofed herself.

"Fine, ya can be the bad sheriff! Let's take her gag off, see what she has ter say." said Applejack, moving forward and kneeling beside Trixie.

"Now ya listen here, Trixie. I - I mean, all of us, don't trust ya. Now, I'm gonna remove the gag. Make an attempt to scream, and I'll buck you so hard in the gut ya'll gonna regret doin' that. Got it?" she said, slowly untying the mouth gag. Trixie sneered at her while she was doing the removal, and as soon she took it off, Trixie let out a barrage of colorful vocabulary words unheard of.

"Oh dear, I never heard these kinds of insults!" gasped Rarity.

"Wicked." said Rainbow Dash, grinning. Pinkie Pie hopped around Fluttershy, repeating every insult Trixie spewed from her mouth as Fluttershy covered her ears. Spike too was scratching his head in confusion.

Twilight uses foul language when she can't understand a book, but not this kind. he thought before walking up to them.

After ten minutes of constant, foul mouthed remarks, Trixie finally ran out of breath and stopped. Applejack sighed in relief.

"Sweet apple fritters, ya finally stopped. Now, listen here-"

"Trixie will not tell you anything! Begone, you foolish farmer!"

"I can tell this is going to be a long night of interrogation." said Rarity to Fluttershy, who nodded in agreement. Pinkie was quietly watching, eating a bowl of popcorn that she certainly did not have before. It's best for them not to ask where she got it from...

* * *

**Two days later to Shining Armor...**

* * *

Shining Armor groggily opened his eyes. The sound of water dripping could be heard, and he slowly looked around. He was in a small room-correct that, a small tent. He noticed the familiar pinstriped wallpaper.

He tried to move, but noticed that his hooves and legs were bound against the chair he was sitting on. The rope was strange; it was thick, teal colored, like the ones he saw during his wedding.

Oh no as a dreadful thought struck him Not them. Celestia please, not them.

Shining Armor's fears were proven when the tent entrance opened. Chrysalis and Nucleon trotted in. Both of them were flanked by a few changeling guards.

"Looks like our prisoner is awake." said Nucleon, observing Shining Armor. He bared his teeth angrily at him. Chrysalis laughed.

"Well, if it isn't Shiny. How are you and your wife doing? Not together, judging by the circumstances you are in right now." she said, smirking.

"Shut up, you witch! What did you do to my sister?! Let go of me!" he shouted, fighting against his bondage. The guards behind Nucleon and Chrysalis bristled with anger, but she raised her hoof to silence them.

She walked up to him and lifted his chin, looking at him dead in the eye.

"I did not do anything to your precious little sister. She chose it. She made her decision. If you wish to see her, you can't. She is busy composing a letter for Celestia about our recent battle with your guards. Speaking of the guards, our soldiers are clearing up their bodies now. Unfortunately, your Royal Guards fought valiantly, but lost. They did put up a fierce fight though. We still have a couple of survivors left for execution. Maybe you would like to see that?" she said.

Shining Armor's eyes widened as he took in all the information. Most of his platoon, dead or dying. A few survivors are still left. He had to save them. How would he look to Canterlot if everypony found out he was responsible for the deaths of his entire guard?

"Look...I - I want to make a deal...let my guards go, and I'll tell you everything there is about Canterlot! Secret passages, alternate entrances, everything!" he said, lying at the last part. Obviously he won't tell them everything about Canterlot. He will have to lie to get past everything.

Nucleon looked interested, rubbing his chin.

"Sounds interesting. Your highness, maybe we should spare the prisoners-" he was interrupted when Chrysalis glared at him.

"Are you thick?! He could be lying to us. As for you, Shining Armor-" she said, turning to him, "I cannot trust you. Your guards shall be mercifully executed. That reminds me, let us take him out to witness the aftermath." she said. Nucleon nodded and clapped his hooves. Four changeling guards trotted from behind him and grasped his chair, heaving it up and carrying it outside, followed by Chrysalis and Nucleon.

Shining Armor shielded his eyes from the sudden burst of sunlight. Being cooped up in a dark tent isn't the best way to be out cold. As he focused his eyes, he gasped at what he saw.

The plains, which was flat and grassy, is now covered with craters and were smoldering. A couple of trees were either bent or toppled completely. Changelings worked hard removing the bodies of the guards and dumping them into hastily dug graves.

"I was thinking of burning the bodies, but Nightmare said it is too...how do you say it...disgraceful to do it." commented Chrysalis. Shining Armor was just silent, taking in what he saw. As he shifted his gaze to the left, he saw a line of his guards with chains tied to their hooves. All of them were linked together, moving pitifully, stripped of their armor and dignity. They were shuffling towards a black tent.

"I have Nightmare's letter ready to be sent, Chrysalis." said a voice behind them. Shining Armor turned around to see his sister standing there, holding a scroll in her mouth. His heart jumped with joy, but then he became filled with anger as he realized his sister worked for them.

"TWILIGHT!" he shouted. Twilight turned and gasped when she saw her older brother, dropping the scroll.

"Sh-s-Shining?! I thought you were a random guard or something." she stammered, taking a step back. But he didn't hear her words. All he saw was a changeling mare with his sister's mane, eyes and personality. He almost fainted.

Twilight too was taken aback. She felt her heart pounding against her chest as she finally confronted her brother after deserting everypony she knew months ago. Shining Armor looked at her with a disgusted expression on his face.

"What have they done to you?" he asked quietly, looking at her as if she was a disgusting slug. Twilight too was still stunned.

"T-they didn't do anything to me, Shining. I chose this myself. This was my decision." she said shakily. He shook his head in disgrace.

_I can't believe her. My own sister..._ he thought before tears started rolling down his cheeks. Twilight noticed this and turned away, heartbroken. She chose this path herself, yet she does not want to see her own brother suffer. Nucleon stepped back, feeling as if this isn't the best place to be involved in.

Chrysalis ignored the gloomy atmosphere and asked for the letter. It took a moment for Twilight to finally agree to hand it over.

"Wait. I..um..made a few spelling mistakes. I'll be back with a revised copy." she said, turning around and galloping inside the tent. Chrysalis rolled her eyes, muttering "Fool." under her breath.

"So, Shining Armor, how do you like it? I trust that you will make an excellent ransom. We really do need a good amount of bits, as my kingdom's currency is not valid." she said, turning to Shining Armor. He just shook his head, staying silent.

About ten minutes later, Twilight came back, holding the scroll.

"I finished with the editing. Here you go." she said, hoofing her the scroll. Chrysalis took it and her horn started glowing as green flames spun around it before consuming the letter whole. It disappeared with a puff of black smoke.

"Where's that letter going to?" asked Nucleon. Chrysalis looked at him as if he had mental issues.

"Equestria to Nucleon, it's going to Celestia. How do you think that we're getting our bits?" she said, rolling her eyes. Nucleon had a sheepish expression on his face when she told him that. Somepony called his name as he turned to see Discord having issues with one of the prisoners, who was resisting his grasp. He sighed, shaking his head as he trotted over there...

**Meanwhile, a day later at Canterlot Castle...**

It was a gloomy morning. The clouds hung low in the city, casting a fog and making the weather humid. The city too was deadly quiet except for a few ponies going to their workplaces.

At the castle's dining room, Princess Celestia was slowly buttering herself a piece of toast, a butter knife and a vat of butter suspended in midair as it magically applied itself to the toast. A steaming cup of tea was sitting by the plate, her favorite cup adorned with the slogan #1 Princess.

Celestia could have asked her chefs for an extraordinary breakfast, but she preferred things simple. On the other hand, her sister would request something strange for breakfast, and if she did not get what she wanted, she would take it out on the chefs. Celestia smiled at that thought as she finished buttering the toast and took a bite. Not bad.

The only thing she wants perfect is the tea, as it is a daily morning necessity. One could question how a pony can survive a morning without a cup of tea. It keeps a pony energized and alert, ready to work. For the Princess, it is a lifesaver.

As she finished the toast, a green flame burst in front of her eyes and a parchment fell in her cup of tea, spilling it all over her. She gritted her teeth, her horn glowing as the tea magically disappeared from the table and from her body. Nopony interrupts her breakfast with letters.

"Somepony will go to the moon today.." she muttered, unfurling the parchment. Her eyes quickly skimmed through it until it stopped at the part where it stated that her Captain has been captured. Her heart skipped a few beats as she kept reading, her fears rising until it came to the part where it demanded her to send a million bits.

"Never!" she cried, alerting the guards outside as they rushed in, sword ready.

"Anything wrong, Princess?" one of them asked. Celestia shooed them away, assuring them it is just normal morning behavior.

As she kept on reading, she found it strange that it mentioned coordinates and, as a post signature, stated Please do not send counterfeit bits and/or any guards to rescue him, as we are still recovering from the battle and our changelings aren't too...bright.

Then it dawned on her who wrote the letter. She smiled to herself as she folded it up, thinking _Twilight, you clever mare. You might be one of them, but you still have loyalties to me._

She called her guards in, asking them to take this letter to the laboratory for further analysis. The guard nodded, carefully taking the letter and safeguarding it.

"Whatever you do, do not show this to Cadence. It will be...unpleasant... if she sees that letter." warned Celestia.

"What was that?" asked a familiar voice. Celestia held back a gasp as Cadence stood behind her, frowning. She turned her gaze to the guard holding the letter, and he started trembling.

"Give me that letter." she said, stepping in front of him. He shook his head, taking a step back.

Cadence's eyes narrowed with anger as she suddenly grabbed the horn quicker than you can expect. Her eyes quickly read through it until it became filled with tears. She thrusted the letter to the guard, and he took off to the lab. She turned to Celestia, her eyes leaking tears.

"How could you hide this from me?! My own husband, held hostage!" she shouted. Celestia bit her lip, trying to say something. Strangely, nothing came to her. Cadance wiped her tears away as she sniffed.

"It doesn't matter. If you're not sending your guards, I'm going to take this matter in my own hooves..." she said defiantly, before turning around and galloping out of the room. Celestia shook her head, not worrying about that. Cadence may be royalty, but she doesn't have the security clearances to enter the barracks or any other parts of the castle containing military equipment.

As Celestia sat down and refilled the cup with tea, a small rumbling shook the castle. Celestia didn't feel it and drank the tea. Outside of the window behind her, a large, purple airship rose from one of the castle's many underground hangars. It was a blimp, and it turned slowly south and started moving slowly. Below, ponies looked up in awe at the airship, which darkened the city further with it's shadow as it moved to it's destination.

A normal pony thought it must be some battle-hardened Captain piloting the ship. Instead, Cadence was at the control station with a few guards she managed to convince. She jerked the wheel to the left and pulled a lever, giving the ship more thrust.

"I'm coming for you, Shining..." she whispered to herself, tightly gripping the steering wheel.

* * *

**Watch out, Cadence just jacked Celestia's warship to rescue her husband. How brave and valiant. Look out for the next chapter!**


	14. Rescue

**[A/N] Whelp, here we go with Chapter 13. I actually uploaded in less than two weeks! Hooray! So Shining Armor gets rescued and Trixie confesses why she followed the Mane Five. I don't want to spoil stuff for you all, so enjoy!**

**I have also seen our fellow bronies freaking out about the Alisparkle. Uh oh.**

**Also, I am in need of an editor to help proofread before I release chapters. If you are interested, PM me!**

* * *

**A day after Shining Armor's capture...**

* * *

It has been a hard night. Hours of questioning and yelling went past, but to no avail. No information has been extracted, as Trixie kept resisting attempts by Rainbow Dash, Applejack and the others. It seemed like she would never break out why she followed them.

Applejack sat down on the log, her forehead matted with sweat. Rainbow Dash kept pestering Trixie, her eyes baggy from the lack of sleep. Still, she kept giving a smug expression and shook her head at every request, saying that she won't give them anything followed by a couple of obscene words. Finally, Rainbow Dash quit interrogating her.

"I give up! She's impossible!" she shouted, flying away to a nearby cloud for some solitary time. Applejack sighed as she wiped the sweat from her brow. She turned to the others.

Pinkie was asleep, snoring next to Rarity, who too was quietly sleeping. Spike was lying across from them, gently sucking his claw. The only pony awake was Fluttershy, who was watching the entire interrogation process. She had been silent for the entire time, her eyes wide while she watched. Applejack thought that was unhealthy for such a pony to do.

"You should take a rest, Fluttershy. Me an Rainbow will take care of her." said Applejack, pointing towards Trixie. Fluttershy shook her head.

"No, I think you and Rainbow Dash should get some sleep. No offense, but you two look worse than me. I can watch over Trixie. I mean, if that's alright with you." she said quietly, looking down. Applejack thought about that for a while.

"Ah don't know, Fluttershy. With me an Rainbow asleep, who knows what Trixie can do..." replied Applejack, glaring at a smug looking Trixie. Fluttershy only shook her head.

"Don't worry about that. If she tries anything, I'll wake both of you up. Relax, Applejack." she said soothingly. Applejack nodded, feeling her eyelids getting heavy. She found a comfortable looking tree and sat down before leaning against the body of the tree and pulling her hat over her head.

"If ya need me, just holler." she muttered, before closing her eyes and falling asleep. Fluttershy smiled before turning to Trixie. She trotted up to her.

"You have been giving my friends problems. Why don't you just tell us why you followed us?" asked Fluttershy sincerely. Trixie stayed silent, looking at Fluttershy.

"I don't want to do this...but it's the only way..." said Fluttershy sadly. Trixie cocked her head in confusion.

"What do you mean? Tell Trixie!" she demanded. Fluttershy smiled softly before locking her eyes with Trixie's. She stiffened, trying to move her gaze away from Fluttershy's eyes, but there was no point. The Stare cannot be broken by the victim.

"Stop..." whispered Trixie as she started to sweat in panic. Fluttershy ignored her plea and kept her eyes on Trixie.

Trixie, on the other hand, was experiencing painful flashbacks. It was like somepony pried open a locked box full of memories in her mind and was searching through it. Memories flashed before her like slideshows...

* * *

**A couple of years ago...**

* * *

A small blue filly was crying in the bed of her room as both her parents were shouting at each other in the other room. She kept the pillow over her head as the shouting intensified before a yelp and the sound of glass breaking was heard...

* * *

**Two years later...**

* * *

"Get out! You will never be like me! You're useless, just like your mother!" screamed a light blue unicorn stallion from behind the door. Trixie was fighting back tears as she quickly packed up a small bag with her possessions. She tried to wipe the tears from her eyes, but her bruised eye she got from her own father prevented that. It hurt to touch it.

As she finished packing her few possessions, her eyes drifted to a small frame at corner dresser of her bedroom. It showed light blue unicorn stallion with the same color mane carrying a darkish blue unicorn filly on top of his head. Laughing next to him was a dark red unicorn mare with a rosy colored mane. The family of unicorns looked happy and overjoyed, but it took a few years for that to crumble and fall.

The sound of the door groaning under her father's weight was getting louder. Trixie quickly opened the window and gave one last sweeping glance at her room before jumping out of it and running into the night, accompanied by sobs and tears...

* * *

**Back to the present...**

* * *

Trixie snapped out of her dream sequence as she stared, horrified, in Fluttershy's eyes. Fluttershy did not give up her stare, and Trixie finally decided to let it all out.

"All right! Trixie shall tell you everything! Please, for the love of Celestia, stop!" shouted Trixie, waking everypony up with her yells. She was trembling as Fluttershy finally blinked and smiled pleasantly.

"I'm sorry for using the Stare against you, but it was for the best. If you had cooperated earlier on, I would've not used it. Sorry." apologized Fluttershy, looking down. She heard a couple of hoofsteps and turned to see Applejack and Rarity standing behind her, along with Rainbow Dash. Pinkie and Spike, however, were sleeping heavily.

"So she will tell us now?" asked Rarity, yawning. Fluttershy nodded and she sighed in relief.

"Thank Celestia! I thought she would never open up!"

"Alright, let's get to work. Why were you following us?" asked Rainbow Dash, stretching her hooves and keeping her eyes narrowed against Trixie. The blue unicorn took a deep breath before starting to explain...

* * *

**Meanwhile, to Shining Armor...**

* * *

It has been a couple of days since his capture, and Shining Armor's condition is terrible. His normally clean mane is plastered against his head, and his eyes were bloodshot. His fur too was ruffled as he constantly tried to break free from the chains holding him down. Three full days of being chained against a chair has taken a toll against him. He was hungry, cold and was sick. As he slowly drifted away to sleep, he overheard Nightmare and Chrysalis talking with each other.

"...the information we have extracted from him is appetizing. It may be the key to attack Canterlot!" said Chrysalis. Nightmare nodded in agreement.

"Yes, it does appear to match our reports. However, I have a different plan. One that involves the Crystal Empire." said Nightmare. Chrysalis looked at her in awe.

"I'm interested." she said. Indeed, so was Shining, as he kept his eyes closed but his ears alert, ready to take in any information about her plan...

* * *

**All the way up to the airship, which is near the enemy camp...**

* * *

The navigators aboard Cadence's airship have been right all along. After a few hours length of flying, they have finally reached the area where Shining Armor is being held hostage. Cadence overlooked from the observation deck as she saw the small, dark camp. The only thing that gave away the position of it was a small campfire. Other than that, it was completely oblivious to the naked eye.

A cough was heard behind Cadence, and she turned around. One of the guards was standing there. He saluted her before talking.

"Princess, we have arrived. Shall I give the command to deploy two of the guards down there to rescue the Captain?" he asked. Cadence nodded absentmindedly, and the guard turned around and walked out of the room.

About ten minutes after the guard left, she saw something move from the corner of her eyes. Two dark shapes were rappelling down a rope from one of the cabins connected to the airship. As she looked down, the dark shapes landed quietly on the surface and swiftly made their way to the camp.

* * *

**Back at the Elements...**

* * *

Trixie has finally finished explaining why she was following them, and in the process of explanation, she puzzled all of them. Rainbow Dash scratched her head in confusion.

"So you are telling us that you were camping in the other side of the forest?" asked Rarity. Trixie nodded.

"Yes. Trixie's camp is by the small creek. Trixie had stayed for two days, until a few nights ago, Trixie heard ponies talking. Thinking it might be a couple of foresters, Trixie silently creeped upon them. However, Trixie has alerted the ponies, who were obviously you five, and made a fool of herself by falling down clumsily. Unfortunately, the farmer and the pegasus caught Trixie before she could escape." said Trixie, exhausted from telling them this. Applejack glared at Trixie.

"For ya information, mah name ain't "The Farmer." It's Applejack." she said, stomping her hooves. Pinkie Pie laughed at that.

"Aw, don't be such a silly filly, Applejack. You are a farmer, after all!" she said cheerfully, bouncing. Applejack facehooved herself.

Trixie's explanation seemed to satisfy all of them. Now one pressing issue remains: Will she help them?

"Er...Trixie..we need a favor from you.." said Fluttershy hesitantly. Trixie looked at her.

"What do you require from The Great and Powerful Trixie?" she asked. Rarity rolled her eyes. Fluttershy exchanged looks with Rainbow Dash before turning to Trixie.

"Well...we are going after our friend Twilight Sparkle. You see, she is in league with Nightmare Moon. We were wondering if we can use your carriage as a means of transport to go where she is located?" she asked timidly. Trixie's expression was unreadable.

An awkward silence passed by for a minute until Trixie broke it.

"Your friend Twilight Sparkle...why is she with Nightmare Moon? Trixie is great and powerful, but even she is slightly afraid of becoming that mare's apprentice." she asked. Although unnoticed by Trixie, everypony suddenly stiffened around her when she asked that.

"It's a long story. We'll explain it to you if you agree." said Spike crossly. Trixie looked at each and everyone one of them before sighing.

"Well, Trixie is outnumbered. Besides, Trixie has nothing better to do. When shall we leave for this Twilight's location?" she grumbled.

Rainbow Dash and Applejack exchanged smirks with each other before looking at Trixie.

"We're leaving now. We've waited too long, and I want a taste of combat. It's too boring, camping in the woods." said Rainbow Dash. Applejack nodded in agreement.

"Very well. Follow Trixie to the carriage. Do any of you have a map?"

"Here you go." said Rarity as she levitated the map towards Trixie. It hit her smack in the face. Trixie took it off and scowled at her.

"Oops. I am so sorry." Rarity said in a mocking tone. Applejack shot a disapproving gaze at her, and she sighed before apologizing to Trixie for doing that. She smirked and all of them walked into the dark forest...

* * *

**Back to Chrysalis and Nightmare Moon...**

* * *

As Nightmare Moon and Chrysalis heavily discussed the plan, Shining Armor processed what he overheard, and was horrified by what they planned out. This is what he heard:

Chrysalis will be sending her drones to Canterlot, known in the plan as the Second Invasion of Canterlot. Celestia will use all of her military might against the swarm, recalling guards and greatly weakening the security of other territories that have Royal Guards stationed there.

While Canterlot is holding off the invasion, Nightmare, Twilight and Discord will travel to the snowy wastelands to conquer the Crystal Empire, which has a weaker army. Once the Empire is taken over, Princess Cadence will be overthrown, and a new rule will be temporarily established by Discord, who promised to seriously mess with the laws of nature with his pranks.

After everything falls in place, Nightmare and Twilight will go deep to the heart of the Empire, where she will trap Twilight in a small chamber and feed her powers to reawaken King Sombra. However, the new Sombra will be much stronger than the one that failed to take back his empire. Although both of them didn't mention what would happen to Twilight after Sombra is awakened, Shining Armor haphazardly guessed that she would become crippled for the rest of her life, or worse, die from the magical energy taken from her.

After Sombra regains power in the Crystal Empire, Canterlot has already fall to the Changeling Kingdom. Many towns and cities in Equestria will soon be occupied by Changeling drones, Celestia will be kicked from her throne and executed, followed by the Elements of Harmony. With those out of the way, Nightmare will rule from Canterlot under the name "Greater Lunar Republic". Sounds flawless, doesn't it?

"I don't know, Nightmare. The plans might have flaws. For instance, what happens if Celestia strengthened Canterlot's defense? I can't risk losing too many of my drones. Or what if Sombra is too weak to recover?" said Chrysalis uncertainly. Nightmare shook her head in defiance.

"Nonsense talk. This plan will work. However, Twilight must not know this. I only let you onto the plan, because Discord is not trustworthy." she said confidentially.

"He will find out sooner or later." said Chrysalis. Nightmare was about to say something in response when the sound of cloth shredding could be heard. Both of them whisked around to see the tent fabric behind Shining Armor being cut.

The fabric soon fell, revealing a dark orange pegasus stallion with a orange and white mane. Behind him was a white unicorn with a silver mane. Both of them are clad in white armor with gold trimmings. On the area of the armor where their cutie marks should be, a fiery red phoneix is engraved onto it, along with it appearing on their chest plates.

Shining Armor's eyes widened and slacked in relief as he knew that he was about to be saved. Those two ponies are part of a squad he commands.

The unicorn held up his longsword at both Nightmare and Chrysalis. The pegasus pulled out two small daggers and hovered above the unicorn.

"Don't make a move. We're here for Shining Armor." said the unicorn. The pegasus nodded, not keeping an eye off of them.

Nightmare chuckled. Chrysalis looked at her incredulously while both guards shared confused looks on their faces.

"You know who these ponies are?" she asked. Nightmare nodded, wiping a tear away from her laughter.

"Oh yes. Celestia's dear Phoenix Guard. They are the ones who go behind the lines and do special operations for her. But they are no match. Last time I remember, the entire squad is clumsy and weak. They were killed during the Equine Uprising, which was the first time they were sent in." she said.

The unicorn gritted his teeth, while the pegasus pony spoke up.

"That's not true! The first regiment was poorly trained during that time, and the insurgents had better weapons against us. Now, we are much better off than you can ever expect. Hand over the Captain, or face consequences." he said.

"What consequences?" asked Nightmare innocently. The unicorn took a step forward.

"I wouldn't suggest playing with us. Hand over Captain Armor, and we'll leave you alone. Consider this your final warning." he said, gesturing towards the hole behind him. Nightmare had a thoughtful expression on her face. Chrysalis stayed silent, not saying anything.

"Leave us alone after we hand him over? I don't think you're being honest about that. Last time I checked, Celestia's guards never leave a job unfinished. How about a no?" she said, her horn glowing. A moment later, four changelings walked in. When they saw the guards, they growled. The unicorn sighed and turned to the pegasus.

"Slips, tell them the diplomatic approach didn't work." he said. The pegasus named Slips nodded and pulled out a small gem.

"HPC_ Galaxy, _this is Slipstream and Onyx. The captors are not cooperating. We need a round near the tent where we are. Coordinates are six-three-niner-two. Arc out." he reported. The gem illuminated brightly for a few seconds before it became dim again. Arc put it in his saddlebag.

"Well?" asked Onyx.

"They'll send a ballista round down. Command said the gunners are loading it up." he said coolly. Onyx laughed and turned to Nightmare.

"I think after seeing this, you will hand him over." he said. Nightmare had a puzzled expression on her face. Five minutes later, a huge explosion rang through the quiet night air. Chrysalis quickly pulled the entrance of the tent to look and gasped. The storage tent, which held the armor and weapons for her changelings, was completely obliterated by a large arrow. There was a small crater, and flames were dancing near the spot.

A familiar purple figure landed by Chrysalis, and she had a worried look on her face.

"What happened? I was asleep when this huge explosion rang out near my tent-" she was interrupted by a loud yell inside the tent. Both Chrysalis and Twilight galloped into the tent to see Nightmare lying on the floor, a small cut on her body. Onyx was quickly untying Shining Armor's gag and ropes, while Slipstream was standing guard over them. He turned to see Twilight and Chrysalis gaping at them, and he gasped.

"Quickly!" he shouted to Onyx, who finally untied everything and hoisted an unconscious Shining Armor on his back.

"NO!" screamed Chrysalis, releasing magical energy towards Slipstream. He deflected the blast with his daggers as he covered Onyx's flank.

Twilight leaped forward and unleashed a salvo of pulse beams. Slipstream managed to block a few, but one of them hit him in the leg. He yelped in pain as he looked down at the singed leg before limping after Onyx.

"Rope, rope!" shouted Onyx, looking above. Twilight thought that was strange until she looked up and gasped. A huge airship was hovering above them, and the bottom hatch opened, dropping ropes. Onyx quickly tied up Shining and himself on the rope, and so did Slipstream. He pulled the rope two times, and it jerked them up quickly, swinging them around.

Chrysalis stood there, stunned, while Twilight took action. She lunged forward and managed to grab the rope before it left the ground. Slipstream and Onyx didn't gaze down at their surprise guest, as they were too busy checking to see if they are tied up securely. Twilight looked down at Chrysalis and made a gesture, as if to say _Don't worry, I'll be fine._ Chrysalis looked at her and nodded in respect and resignation.

Finally, all four of them disappeared inside the cabin and the hatch closed. The ship abruptly turned and drifted away. Chrysalis looked on as the ship slowly went into the horizon before turning around and returning to the tent to clear up this mess.

The camp was swarmed with confused-looking drones. It took a moment for Chrysalis to calm them down and send them to sleep. Discord was wide awake, standing on the air with a grim expression on his face. He shook his head at Chrysalis before turning and walking into his tent. She frowned and went to tend Nightmare's wounds, grimacing what would happen if she wakes up and realizes what went wrong...

* * *

**Twilight the Stowaway. I like that. What is she going to do on the _HPS Galaxy_? Find out soon!  
By the way, _HPS_ stands for: Her Princess's Ship.**


	15. Crash Landing

**[A/N] Here you go guys, Chapter 14. You can punch me for uploading at such long times, but hey, at least I update it xD**

**I need to shorten the update length though...**

**Shoutout to PiplupM for working on the new cover for Element of Corruption! Give his DeviantArt a visit, its the same name as his Fanfiction dot net account! **

**Enjoy this chapter!**

* * *

**Thirty minutes after the rescue of Captain Armor...**

* * *

The airship was going at a steady pace towards Canterlot, slowly being pushed by the turbulent air. Cadence was inside the pilots' cabin, overseeing their work. The two pilots, clad in golden armor, were professionally flipping switches and buttons on the dashboard.

The door to the cabin opened, and Onyx entered. Shining Armor was leaning against him, gritting his teeth against the pain. Cadence turned and her eyes widened before she rushed towards him. Onyx let go of him as she grabbed and embraced him.

"Shining! Are you okay? What did they do to you?" she asked in a worried tone, softly stroking his mane. He just shook his head, staying silent. Cadence looked up to Onyx, who shrugged unsurely.

Moments later, he finally answered.

"Where is Slipstream?" he asked.

"Sir, he is going under medical treatment. He was hit by one of your sister's spell. Fortunately, it only affected his leg." said Onyx. Shining Armor nodded before turning to Cadence.

"Well, you look beautiful as always." he said, smiling. She beamed at him before pecking his snout with hers.

"You have to be careful with what kind of tasks you do for the Royal Guard. Someday, you will end up hurting yourself." she playfully scolded him. He chuckled before shakily standing up. His hooves trembled before he fell down, but was caught by a quick Cadence.

"Are you alright? You haven't answered my previous question." she said. He waved her off.

"I'm fine. I'm just exhausted." he said. She nodded understandingly.

"Very well. The bunks are close by. Onyx, please take him there." she said. Onyx saluted her before holding Shining Armor as they both left the cabin. As they left, one of the pilots coughed loudly. Cadence turned to him.

"Princess, we are nearing Canterlot. I estimate that we will arrive in about one hour." he said, checking the instrument panel. Cadence nodded before telling them to keep up the good work. Just when she was about to leave, a low whistling was heard. She felt the fur on the back of her neck rise up. Something bad is about to happen-

**Bang!**

The ship shuddered before tilting violently to the left. Cadence almost fell, but she grabbed hold onto the door handle. The ship slowly regained its' balance, but now it kept shuddering as it moved. The stench of molten metal floated around the cabin.

"What just happened?!" she asked, frightened. The copilot looked at her in fright.

"Ma'am, engine one has been hit. The steam turbine has failed. We will still be airborne, but we will have to move at a slower pace. At this speed, I believe we will reach Canterlot in two hours." he said. Cadence growled.

"What caused it?" she asked. The pilot was about to answer her, but the cabin door slid open. Onyx galloped in, parts of his armor scorched with burn marks. He grimaced as he stood himself in front of her.

"Princess Cadence, we have been boarded by the changelings! They've blown through the exhaust vents and are slowly advancing towards the cabin. We've held them off at the ballista cabin, but they are nearing the steam room now-" he was interrupted when a second, loud explosion was heard. The airship jerked severely, tossing everypony inside like ragdolls.

"What now?" shouted Cadence to the pilot after getting up from being thrown against the window. It took a moment, but he slowly turned to her, a look of absolute terror on his face.

"Princess, the steam room has been severely damaged. The hull lining has been punctured, letting all the steam billow out. Without it, our ship cannot lift itself. I'm afraid we will go down." he said, trying to stay calm. Cadence stared at him silently before turning to Onyx.

"Corporal, evacuate everypony off this ship. We're not going down without a fight."

"But Princess-"

"NOW!"

He gulped before nodding in resignation. He turned and dashed out of the cabin.

"Losing altitude control...!" shouted the copilot. Indeed, they were slowly dropping through the air towards the ground, which was a large snowy forest. Cadence hoped for the best as the ship slowly descended...

* * *

**Meanwhile, in the bunker of the ship...**

* * *

Shining Armor stood by the window. The room he was sleeping in was small, but comfortable. A single bunk bed lay there, with a tiny cabinet. Other than that, the room was dull. Smoke was billowing from the rear of the ship, but he didn't notice that. He also didn't feel the last two explosions because he was asleep, but he did wonder why the airship was slowly floating down.

_Probably a mechanical failure...these things are unreliable, after all. _he thought. Just as he thought that, something black zipped past the window. That surprised him, and he looked more closely. When he saw the familiar purple streak, he almost fainted.

Twilight was hovering near the airship, directing swarms of changelings to attack the ship. She had a neutral expression on her face as they flew away from her. She looked up and saw Shining Armor staring at her from the window. She slowly flew up to the window and stared at him intently. He too stared back, not uttering a word. She put her hoof on the window, and he placed it where she had it. As they were doing this, the bunk door burst open. One of the unicorn guards trotted in, a serious expression on his face.

"Sir, we have to leave now. The ship is going down-What in Celestia are you doing with that thing?!" he said, jumping back and charging his horn. Shining Armor tried to stop him from firing, but was too slow. The guard unleashed a magical beam towards the window, and it shattered to pieces. Fortunately, his spell didn't hit Twilight, but Shining Armor decided not to take second chances.

As the guard moved forward for another strike, he tackled him against the wall. The guard squirmed under his weight, trying to break free and to attack Twilight.

"What is wrong with you?! Are you working for them?" shouted the guard. Shining Armor quickly subdued his yells and cast a simple sleeping spell. The entire room glowed bright blue before the guard fell limp. He was asleep.

As Shining Armor breathed heavily, realization flooded him with what he has done. He has attacked a fellow officer. No doubt that the guard will inform Princess Celestia with what happened-

"Thank you, Shining." said a voice behind him. He turned to see Twilight standing there, morphed in her normal, pre-conversion form. He frowned at her.

"Twilight, what are you doing here? You have to leave now. What I had just did to my fellow guard might cost me my job...and my honor." he said angrily, trying to control himself. Twilight took a step forward.

"I'm just here to say...I'm sorry for what I have caused for you. The conflicts I have created with my friends, the princess, my own brother and parents." she said, tears forming in her eyes. He stared at her incredulously. His sister, a changeling, coming to confess her mistakes?

"Twily, you're my sister. I love and care for you deeply, but you chose your own path...even if you come back, you will be arrested by the Royal Guard for treason. The Princess, she might not be as forgiving as you think. You might be imprisoned for years, or even worse, executed. And the worst part is, I cannot have any say about it. They know I'm your brother. Any statement I make that defends you will be counted as a biased defense." he said sadly. Twilight stayed silent for a while, letting that sink in. She then shook her head.

"If that happens, I will do all that is necessary to restore my honor in the Princess's kingdom." she said defiantly before leaping into the air and taking off out of the window. Shining Armor rushed to the window, wanting to say something to her, but the words were stuck in his throat. As he looked on, he saw that the ground was dangerously close. The tips of the trees were slowly brushing against the bottom of the cabin.

He turned and woke the unconscious guard.

"W-what happened?" he asked, dazed. Shining thought it was best not to answer that as he picked him up.

"We have to get going. The ship, it's going down!" he said, gesturing the guard to follow him. He jumped and galloped after him.

Both of them navigated through the corridors that were illuminated with candles. As they galloped past the ruins of the armory, Shining Armor saw the bodies of a few fallen guards. He picked up one of their swords and helmets before dashing off.

As they both made a left at an intersection, he bumped into Onyx and Slipstream, the latter who had his hoof bandaged.

"Sir! We have to get out of here!" said Slipstream. Onyx nodded.

"That's what we're doing. But I'm not leaving here without my wife. Is she still in the control room?" he asked frantically. Just when Slipstream was about to reply, a loud scream echoed through the hallway. Shining Armor gasped. He knew that voice.

"CADENCE!" he shouted, suddenly galloping towards the source of the scream.

"Wait! It might be a trap!" shouted Onyx as he made a grab for him, but he was too fast. Shining was already way ahead of them as he raced for his wife...

* * *

**Meanwhile, to the Mane Five (With Spike & Trixie)**

* * *

The carriage that Trixie always possessed is very fast. Already they had crossed past the mountain ranges and are now at the grasslands. Nopony questioned how it moved; It seems like the carriage was being pulled by invisible steeds.

Inside, it was magically enlarged, so it looks like the size of the Princess's throne room. From the outside, one could question how six ponies and a dragon can fit in there, but the interior explains it. Trixie had it decorated with her personal belongings, such as a few pictures of herself doing her magical feats and a small blue chest that was sitting at the corner. There was also a cozy couch and a few armchairs lying around, complete with a coffee table. Rarity, Spike and Fluttershy were sitting on one of the couches quietly. Rainbow Dash was looking outside the window with a dark expression on her face, Applejack was at the helm where Trixie was and Pinkie Pie was covertly shooting looks at the locked blue chest, as if she was trying to open it telepathically.

"Where are we now, exactly?" asked Rarity, breaking her silence and not enjoying the bumpy ride. Trixie was at the helm of the carriage, looking carefully at the map. She finally looked up and glared at Rarity.

"You know, your patience is that of a griffin's-"

"Enough. Ah'm tired of you two fightin' like a bunch of fillies." said Applejack sharply. Rarity sighed and went back to filing her hooves. Applejack turned to Trixie as she looked on at the map.

"So we are here eh?" she said, placing her hoof on the southeast corner of the map. Trixie nodded before placing her hoof all the way west on the map.

"If Trixie's calculations are correct, which it always is, we will reach the spot where your friend Twilight is residing. It will not be far until we reach our destination." she said confidentially. Applejack nodded before returning to sit on one of the armchairs. She looked at her friends, who mostly had stony looks on their faces.

"Ah reckon we'll be there soon." she said encouragingly, trying to lift their spirits. Rarity and Rainbow Dash only grunted in reply. Applejack sighed and rolled her eyes before turning away from them.

Meanwhile at the front, Trixie was studying the map as it was levitated in front of her. It seemed confusing, but she did place a marker on it for her carriage to go to. As she was looking at it, something caught her eye from the distance. She glanced towards the window and saw a cloud of black smoke.

Trixie got up from her seat and trotted towards the window, wanting to see a better view. Upon closer inspection, it was revealed to be an airship that was slowly losing power. Trixie looked back at the bored mares.

"All of you, come here. You should see this..." called Trixie. They got up and walked to the window. Trixie moved away so they can see closely. Their stale expressions faded as they looked on with awe.

"W-what is that?" stammered Fluttershy.

"Trixie believes it is an airship. It seems to be losing altitude, from the looks of it." she said. Suddenly, Pinkie Pie had one of her Pinkie Senses moments as her ears twitched, tail waved and hooves trembled, followed by her eyes blinking. Trixie stared at her strangely, wondering what the hay is going on.

"Turn the carriage to that ship!" she ordered. Trixie gaped at her in surprise.

"Are you crazy? Trixie thought all of us are heading towards Twilight" she said.

"I don't know about you, but I have a weird hunch that Twilight is there. Besides, I've never seen those things in my life. Oh, and if we don't go towards the ship, something blocking the path ahead will flip the carriage over." said Pinkie cheerfully. Trixie glanced at Rarity, Pinkie, Fluttershy, Applejack and Spike.

"What is going on? Trixie is utterly confused!" she asked. Rainbow Dash coughed discreetly.

"Pinkie has one of those "moments" where whatever she predicts actually happens. I think it's best if you listen to her and go to that ship. I remember how Twilight ignored her warnings and bad stuff happened to her. So yeah, you should follow her." she explained. Trixie burst out laughing, wiping tears from her eyes.

"Oh, that is the craziest and funniest thing Trixie has ever heard! But if you insist, it is your loss." she said before her horn glowed, illuminating the carriage with bright blue light. A moment later, the carriage slowly leaned to the right.

"We are heading towards the airship." reassured Trixie. Everypony sighed in relief as they took a seat, waiting to arrive...

* * *

**Back at the ship...**

* * *

The screaming persisted down the hallway as Shining Armor fought his way to the cabin, followed by Slipstream and Onyx. The guard that was along them had to leave to help support the guards holding back the changelings.

"CADENCE!" he shouted, almost making it towards the door. Just when he reached for the handle, the ship tilted sickeningly, sending him flying back down the corridor. Luckily, Slipstream caught him and held him until the ship balanced itself. After it regained its' balance, Shining Armor ripped himself from Slipstream's hooves and smashed himself against the door. It groaned under his weight before collapsing. Smoke flew everywhere as he coughed, waving his hoof to fan it out.

When his vision cleared, he saw Cadence held down with a gel-like substance that the Changelings used during their first invasion of Canterlot. Five drones surrounded her, licking their lips. The pilots were dead, holes peppered across their chests as their bodies leaned against the seat.

"You will taste good. You full of love" said one of the drones. Cadence squirmed against the gel holding her down. She growled at them.

"My husband will destroy you!" she screamed. One of them laughed.

"Ha! You funny! Ship going to crash. We take you out now. Your husband die with guards when ship go boom-boom." he said, which sounded like it was one of the longest sentences he ever said.

As Cadence opened her mouth to retort, the changeling clamped her mouth with his hooves.

"Enough! We send you to Queen Chrysalis and Miss Twilight. They take care of you." he hissed. Her eyes widened with fear when he mentioned Chrysalis' name.

Shining Armor took a step forward and growled at them. The five changelings turned around, surprised to see him.

"Love princess husband! What you doing here?!" asked one of them, his voice filled with worry. Shining laughed as Slipstream and Onyx stood by him, their swords drawn. His horn started glowing with magic.

"Taking my wife back!" he shouted, before lunging towards them. The first three changelings charged towards them, baring their fangs. Shining Armor swatted one aside easily, his hoof fiercely connecting with the changeling's cheek. It collapsed on the ground, unconscious. Just when he was about to land a strike against the second changeling, he was tackled by the third one. It pushed him down and snarled at him, getting ready to take a chunk of his flesh out. Just when it was about to bite, it had a dazed expression on its face before it fell over. Shining Armor looked behind to see that Slipstream punched it behind the head.

As the last changeling tried to make a jump for Slipstream, Onyx jumped in front of him and speared him in the chest with his horn. Blood gushed out of the wound as the drone screamed before falling to the floor.

The last three changelings looked at horror as the three stallions made an advance towards them. Right then, one of the changelings made a sudden movement and released the gooey substance towards them.

They were too slow to dodge it, and it hit all three of them, pushing them back against the wall as they were imprisoned inside the thick shell. The drone laughed as they struggled weakly against the gel.

"Ha! You will not get out in time! You! Take her out of ship! It going to crash!" he shouted, ordering his comrade to whisk Cadence away. The changeling nodded, slowly undoing the goo that was holding Cadence. While it was doing that, a low whistling sound was heard. The changeling perked its ears. Something was off...

Suddenly, a precise beam hit the drone that was untying the Princess. It didn't even have time to scream as it quickly disintegrated into dust. The changeling that was standing by it looked around wildly for the source, but it too was hit by the beam again. As it burst into dust, the last drone looked up and gasped.

Hanging from the ceiling was Twilight. She was using the sticky resin on her hooves to hang upside down, and her horn was glowing red and sizzling. She pulled herself off and landed gracefully on the floor, a neutral expression on her face.

"You will not hurt my brother or Cadence." she said, walking slowly up to the changeling. It trembled, trying to retreat.

"You kill friendly drones! You traitor! I tell Chrysalis about this." it said before jumping out of the broken window. Twilight tried to stop him, but was too slow as he quickly flew away. She sighed, turning to Shining Armor, who was quickly breaking the gel that was holding Cadence. He finally broke it and she hugged him, sobbing. Slipstream trotted to the window and his eyes widened.

"Um...guys? I think we should leave. Now." he said. Twilight looked out the window and gasped. The ship was gently scraping against the ground. She turned to everypony.

"Leave now! I'll see if I can try to slow it down-"

She was interrupted by the sound of wrenching metal. The ship suddenly shook, throwing debris around. All of them stumbled and fell over as all the windows shattered from the impact. Flames started forming as the cabin skidded through the ground, leaving a trail like how a meteor does after it crashes into land. Trees around the flaming ship collapsed as it tore through them.

Inside, Twilight clung onto one of the handlebars until she felt the cabin slowly turn over. Cracks started forming on the floor, followed by a few explosions. That was the last thing Twilight heard before everything blacked out for her...

* * *

**So now they have crashed...what will happen now? **


	16. Recovery

**Here you go, fillies and gentlecolts. A new chapter! And it's within 2 weeks :D**

**Also, props to PiplupM for creating the new cover for EoC! Visit his DeviantArt profile, he shares the same name as his Fanfic dot net account.**

* * *

Darkness. Silence. That was all Twilight could see or hear. That is, until she groggily opened her eyes and found herself lying on the floor of the wrecked cabin. She tried to move, but to no avail. A large piece of rubble has fallen on her legs, and it was slowly starting to pain. Her head and hooves were aching from the crash, and she felt her legs slowly losing blood circulation as the rubble blocked the blood flow to her legs. Both her wings were broken too. As she tried to move them, pain flared through them. She yelped and stopped trying to use them.

She weakly tried to get up, but collapsed. Mustering all her energy, she gave out a small shout of help. A few minutes passed, but nopony replied. Twilight rested her head against the floor and looked up at the starry night sky, which was filled with the blazing inferno from the ship's ruins. The crackle of flames was heard in the distance as it consumed the ship.

As her vision started to fade, she heard faint hoofsteps nearing her. She didn't care if it was a friend or foe, as she resigned to the fate that she will die under from the freezing cold..

_What an embarrassing way to die... _Twilight thought. As that thought went through her mind, she caught a white figure standing over her. She squinted at it, trying to make out who it is.

"Shining?" she asked. The figure trotted closer until he was standing over her. It wasn't Shining Armor. He was a unicorn with a silver-grayish mane that was matted over his head, but he shared a common white hide like Shining. His face was covered in cuts and bruises, and his golden armor was ruined with dents and parts of it gone. He shook his head when she asked that.

"No, it's Onyx, a Phoenix Guard. Your brother and his wife are safe. He sent me and Slipstream to find you." he said. She nodded before looking down at the rubble covering her. He followed her gaze and gasped. The debris glowed and it quickly levitated itself off of her.. After he removed it, he grabbed her hoof and pulled her up.

"You okay?" he asked as Twilight dusted herself off. She nodded again.

"I'm fine. My hooves just ache and my wings are broken, but that's it." she said. Onyx nodded.

"Let's go. Thank Celestia this part of the ship didn't fall down into the chasm when I came to find you." he said. Twilight stopped in her tracks and stared at him in horror, hoping that it was a sick joke.

"Are you telling me that this side of the ship is hanging off a cliff?!" she asked. Onyx nodded, and faint creaking was heard from the ship's weakened chassis. He winced.

"Yeah, I think we have to go. I don't think this part of the ship will stay up longer." he said, navigating past a fallen steel beam. Twilight was still in shock as she followed him.

Suddenly, the cabin groaned. Both of them froze as it slowly tilted. Twilight lost her balance and started sliding towards the gaping hole of the ship, which opened up to a deadly chasm. Pieces of the ship fell into the pit, disappearing as the fog covered it. Onyx quickly grabbed a piece of the frame that was jutting out of the ceiling and hung on. Twilight felt her heart pounding against her chest as she slowly slid down into the maw of the pit.

Onyx looked around in desperation for something to help her. He looked to his side and found an iron rod hanging on the side of the cabin. He grabbed it with his hoof and ripped it from its' socket.

"Twilight! Hang onto this!" he shouted, dangling the rod towards her. She looked up and tried to reach it, but she was too far below. Twilight looked up at him with pure fear. She was going to fall into the chasm any minute. The ship shook violently, and Onyx felt himself losing grip on the frame. He looked up, and his face suddenly broke out in terror as cracks started forming on the spot where the frame was sticking out. He closed his eyes as the frame broke free and sent him tumbling down towards Twilight, who too fell down before him.

As she fell down in front of him, Onyx willed himself to propel a bit forward through the air using his magic. He finally reached Twilight and grabbed hold of her by the waist. She put her face in his shoulder as both of them fell like rocks, screaming.

"Twilight! Use your wings!" he shouted. He looked down and saw the ground was slowly nearing them. Twilight had tears flying from her eyes as she shook her head.

"I-I can't! It hurts too much!" she cried, holding onto him. Onyx cursed to himself loudly..

"Please, you can do it! Think what will happen if we both die!" he yelled back, almost breaking into full blown panic as the ground closing on them rapidly. Twilight pulled her head back from his shoulder and stared into Onyx's eyes. They both looked at each other for a while as they fell through the air, contemplating their last moments. Twilight suddenly felt a tug inside of her, and she yelped. A moment later, her eyes and horn glowed white, followed by her wings. They flared to life, reducing the speed of both of them falling.

Onyx, who was staring at her in awe, felt themselves reversing as Twilight looked up and propelled herself and him through the air at an astonishing speed. They both flew straight up like a rocket before landing on a ledge that overlooked the pit. Onyx watched as the entire cabin of the ship tilt and fall into the chasm, disappearing completely by the blizzard. A faint _boom _was heard as it crashed into the ground below.

Twilight's eyes slowly lost the white glow as it returned to normal. She moaned and leaned her head on Onyx's chest, exhausted. He looked at her with a surprised yet thankful look. Feeling drained of energy, he leaned his head back against the cliff face and closed his eyes, hoping to take a small break...

* * *

**Meanwhile at the ruins of the airship's cabin...**

* * *

Changelings were scavenging the ship, looking for any survivors or corpses. The drones were sifting through metal and pieces of cloth in hopes of finding something to feed off of.

Chrysalis overlooked this operation as she watched from a small snow mound. Nucleon was standing next to her, ordering the drones to look thoroughly. He had a stony expression on his face.

One of the changelings landed in front of them. He held out a shard of gold. Upon closer inspection, it was revealed to be Royal Guard armor.

"Guards again. When will these fools learn to stop interfering with our plans?" hissed Chrysalis, pounding her hoof in anger. Nucleon took the shard from the changeling and inspected it carefully.

"Your majesty, I believe this isn't Royal Guard armor." he said, turning it over and studying it. Chrysalis rolled her eyes.

"Well, what do you think it is? A Royal teacup?" she asked in sarcasm. Nucleon shook his head.

"No. This appears to be a fragment of Phoenix Guard armor. This narrows our search down to two ponies. The two stallions who snatched Shining Armor in front of our eyes. It must be one of them." he said coldly. Chrysalis smiled at him.

"You're not as dumb as you look. Very well Nucleon. I will order my swarm to look for those two. They cannot be far from the wreck." she said, turning to the drones and raising her hoof. All of them stopped doing their jobs as they noticed her signal. They made a straight line and shuffled towards the Queen, waiting for their next orders.

In the distance, a dark figure appeared. The blizzard is at full blast right now, impairing their visions as the figure slowly limped towards them. Nucleon was the first to notice as the figure made its way up to them, panting. He glanced at two of the drones, who nodded and landed in front of Chrysalis.

"Halt! Who are you?" shouted one of them. The second one crouched, ready to attack if needed. The figure in the distance raised both its' hooves in the air.

"Wait! No shoot me! I on your side!" it shouted. Nucleon stepped forward.

"At ease. He is a changeling. What brings you late to the search? The Queen ordered all drones to search this wreckage." he said, trotting up to him. As Nucleon neared him, he noticed that one of his wings were bent at an odd angle. His eyes had bruises and his body had cuts.

"Don't trust Twilight. She work for pony!" he said, breathing heavily. Nucleon's eyes narrowed and Chrysalis looked at him sharply.

"What do you mean she works for the ponies? Twilight has made it clear that she was going to sabotage the airship, and she succeeded." said Chrysalis. The drone shook his head.

"No. Ship crash because of us. We blow up engines. Twilight work for pony because she killed two allies. She going to kill me, but I escaped." he said.

"But do you have proof for this? We cannot just take this by your word." said Nucleon. The changeling shook his head, looking down at the ground. Chrysalis gazed at him.

"You know, I just realized that Twilight was supposed to report here hours ago. I sent a notice to all my drones to rendezvous here, yet she didn't respond. Maybe she has defected from us." said Chrysalis thoughtfully.

"No she didn't." said Nucleon stubbornly. Chrysalis smirked at him.

"My drones will search for any evidence that relates to this changeling's report. If it matches, then I will hunt her down to the ends of Equestria if I have to for betraying the hive. No changeling has ever left under my rule." she growled. Nucleon's eyes widened when she said that. Hopefully, the search will turn up no results.

* * *

**To the Elements...**

* * *

"We have arrived!" declared Trixie. Indeed, the carriage had pulled over by the flaming wreck. Snow was falling furiously as the six mares disembarked from the carriage. Spike took a peek outside and immediately moved away from the door, insisting that he has to keep the carriage warm. They laughed as Trixie locked the door of the carriage before following them.

"This is awesome!" said Rainbow Dash, barely containing her excitement. Rarity looked at her strangely.

"You are calling the crashed remains of an aircraft awesome? You have a sick sense of enjoyment, Rainbow." she said. Rainbow Dash shrugged and flew ahead of them.

"Oh my." said Fluttershy quietly as they walked past a huge turbine. Its' sides were charred and burnt, and the tips of it have melted.

"Ah have a bad feeling 'bout this..." muttered Applejack. Fluttershy nodded in agreement. As they made a turn towards the forest, they encountered an amazing sight.

"Wow! What is THAT?!" said Pinkie with a mix of enthusiasm and fright. In front of them was a large tail rudder, firmly embedded in the ground. Flames were eating away at the fabric, slowly revealing the metallic skeleton underneath. However, under the rudder were the remains of a Royal Guard armor. Rainbow Dash flew forward and rummaged through the armor. Minutes passed and she shouted at them, a small note clamped in her hooves.

"Guys! Check this out!" she said, landing in front of them and holding up the note. It glowed blue until it was levitated from her hoof and onto mid-air as Trixie read it.

"_All guards, go to your stations. This is not a drill. We have been boarded by changelings. I repeat, this is not a drill. Closer sightings have confirmed that Twilight Sparkle is among the enemy. If found, capture her alive and bring her to the bridge. Until then, pony your stations._" she read. The last part of the note was unreadable since it was burnt. Applejack scratched her head.

"So that means...Twi is near here?" she said.

"Trixie believes so. If she did crash with the ship, she cannot be far off." said Trixie.

"What are we waiting for then? Let's go!" said Pinkie excitedly, hopping towards the rudder.

"I am not participating in this search. I do not want to get my hooves filthy, thank you very much." said Rarity. Trixie glanced at her and laughed before turning around and following Pinkie Pie to the rudder.

"Whatever you say Rare." said Applejack, trotting after Fluttershy and Rainbow Dash...

* * *

**Back to Twilight...**

* * *

Twilight slowly opened her eyes. She found herself lying next to Onyx, and she quickly jumped up, feeling her face go red. What just happened?

As she scrunched her face in thought, she remembered. Both of them were plummeting towards their deaths, but Twilight felt a surge of energy and saved their flanks from being splattered.

As she stood up, she coughed. Her throat was really dry from the lack of liquid. That, and the fact that she did not feed from anypony's emotions, which made her very weak.

Whenever changelings have enough love in their system, they can regenerate any injuries they have been afflicted with. It also enhances their strength and agility, making them competent fighters. Since Twilight had a measly amount of love in her, she was exhausted from the events that happened. She looked at Onyx and bit her lips. Regardless of how wrong it is, she still has to do it to survive.

Twilight walked over to him, letting her eyes travel over his body to find a good spot. The side by his ribs seems like a good spot. Her horn started to glow, and then she proceeded to make a small cut, not too deep but not too shallow.

Changelings who were learned in the skill of feeding did not need to make physical extraction of love from their prey. All they did was absorb the "love aura" that was being emitted from the being using their horns. That is how Chrysalis was able to quickly morph into Cadence and defeat Celestia, as Shining Armor and her had a tremendous amount of love that she absorbed.

Once she made the cut, Twilight went down and placed her mouth over the cut. She slowly sucked out a small amount of blood. A wave of nausea washed over her, and she felt like throwing up, but it was for her survival, so she continued.

As she continued drinking, the metallic taste of blood gave way to a sweet and milky taste of emotion. Twilight smiled as she continued to drink her fill, letting the sweet taste of love fill her up.

As she finished and wiped her mouth, images she had never seen before flashed before her eyes. It depicted a small colt with his parents, and then it moved on to him as a stallion, with a mare that shared his appearance. Twilight blinked, and the images disappeared.

She looked at the incision she made on Onyx, which was bleeding, and spat on it. The cut slowly started to heal itself until it nothing more than a mere scar.

A feeling of warmth started to spread around her body, like a fire being ignited in her stomach. It felt comfortable, and soon, her aching hooves and broken wings were mended. Twilight felt like Pinkie Pie after drinking a mug of Applejack's Apple Anodizer (which is not for sale to the public due to the energy spike in the consumer. That and the ban by the Equestrian Health Commission to prevent sales in stores.)

As Twilight stood there, letting the warmth cover her body, Onyx stirred. He opened his eyes and got up, clutching his head.

"Ugh...what happened? I had this weird dream of a vampony drinking from me." he muttered. Twilight suppressed a giggle as she helped him up.

"That's very strange." said Twilight, playing along. Onyx just shook his head and turned to a clearing of trees. The snow was really going in now. The wind speed picked up, followed by a distant whistle. He shivered. That whistling was strangely familiar.

Twilight's ears perked up. Since she possessed much more advanced hearing than a normal pony, she was able to pick up the sound waves, and it didn't seem to comfort her mood.

"We have to go where my brother is. Now." she said, her expression frozen in fear. Onyx cocked his head in confusion.

"What's the rush? We can get there by just trotting-"

"No Onyx. That whistling sound...do you hear it?" she whispered. Onyx raised his ears and heard carefully. Frankly, the whistling was getting louder by the minute.

"Yeah, I hear it. What's wrong with it? I mean, it does sound familiar, but I suppose it's just the blizzard." he said. Twilight shook her head.

"That's the sound of a changeling signalling another changeling. We have to get back to where my brother is. I sense a swarm of them arriving to our location." she said, her voice on the edge of begging. She tugged Onyx to follow her towards the small clearing, and he heeded her request as they both turned to make a dash.

Just when they almost reached the clearing, something black darted past them. Twilight quickly stopped, and Onyx crashed behind her. Both of them fell on top of each other in the snow. As Twilight tried to get up, a changeling burst out of a nearby snow pile and flew towards her, eyes filled with malice. Since she didn't have anything to protect herself with, she closed her eyes, waiting for the inevitable.

All of a sudden, something jumped in front of her and uppercutted the changeling. He flew back and crashed against a tree, unconscious. The figure turned and looked at Twilight.

Twilight opened her eyes, curious about what happened. When she saw the pony looking at her, she squealed with joy and rushed into his hooves. It was Shining Armor.

"Sis, are you alright?" he asked. Twilight nodded as she continued to be held in his embrace. Shining Armor laughed sheepishly as he gently pried her off of him.

"Enough with the sappy stuff. Cadence would be jealous. Anyways, let's get going back to camp. Slipstream found some berries and Cadence cooked them. I've already called for an evacuation from the Royal Guard. They will be here soon." he said. Twilight smiled at that. Onyx soon got up, mumbling to himself and brushing the snow off. When he noticed Shining Armor in front of him, he quickly saluted his superior.

"Sir!" he said, standing stiffly. Shining waved his hoof.

"At ease, Corporal. Let's get going. I'll explain to you what happened." he said. Onyx nodded, following Shining Armor past the clearing and into a small enclosure.

Unknowingly to Twilight or Onyx, Shining Armor's eyes seemed to glint with a teal color before it reverted back to blue. He smiled as he led them back to the "safe haven"

* * *

**I'm guessing something interesting is about to happen. As always, stay tuned :)**


	17. Surprise!

**[A/N] Chapter 16 is up and ready for you folks. This one is filled with action, so relax and read it on :D**

* * *

As the trio walked on, the snow seemed to lessen. The icy wind was stinging Twilight's face as she followed her older brother through a small bush. Soon, they made a left at a pine tree and spotted a large cave entrance. Twilight was the first to notice the light of the flames bouncing around inside, and as they got closer, the seductive aroma of a well-cooked meal. Her mouth began to water, and so did Onyx's, as he licked his lips in anticipation.

Finally, they reached a cave where the encampment was located. Once they went inside, it was cozy and dry. A single campfire lay there, throwing sparks in the air as the smoke wafted into the air and through small ventilation cracks in the ceiling of the cave. Flat stones were propped around the fire, and a pink alicorn was busy with the fire, not noticing the three ponies that just came in.

"Hello Cadence. Where's Slipstream?" said Shining Armor as he walked in. Cadence looked up to see him and she nodded to acknowledge his presence..

"He went off to get more firewood. Take a seat, I just made these toasted oats. Slipstream found them while he was searching the galley of the ship." she said. Shining nodded as he took a seat on the flat stone, stretching his legs in comfort. He motioned for Twilight and Onyx to take a seat. Both of them sat down. Onyx stared at the skillet as Cadence cooked the oats, but Twilight stared at her brother.

"There's something off about you..." she noted, looking at him. Shining Armor almost fell off his seat when she said that.

"W-what? T-there's nothing wrong with me!" he said hotly. From the campfire, Cadence shot him a scathing look, her eyes flashing teal before switching back to pink. He gulped. Twilight shook her head.

"Never mind. It's probably the snow playing with my eyes." she said. He breathed in relief and looked at her owlishly.

"Yeah...so, um..we're going back to Canterlot." he said. Twilight nodded, deep in thought. Onyx's head snapped up when he said that.

"Of course we're going back to Canterlot! Why do you sound so hesitant?" he asked, confused.

Cadence and Shining Armor exchanged dark glances with each other before turning to Twilight. They ignored Onyx's remark.

"We will go to Canterlot. That is the plan-"

"Hey guys, I finished tying up- I mean, I got the firewood!" said a voice. Slipstream appeared from the entrance of the cave,, balancing a pile of sticks on his back. Shining Armor facehoofed himself as he got up to help him with the wood stack. Cadence levitated the cooked oats to the small plates and they floated their way to Twilight and Onyx. Twilight's plate is loaded with the oats, while Onyx received a measly amount. He glared at Cadence, but she ignored his eyes as she tended to the flames.

Twilight, being so hungry, ate ravenously. After a few minutes, her plate was wiped clean. The same went for Onyx's food.

She leaned back, sleepy and with a full stomach. Now all she needs is a pony sized waterbed...

"You are full." observed Cadence. Twilight nodded sluggishly.

"Yes. That was some good food." she said. Cadence laughed, and Twilight swore she saw a set of fangs in her mouth. A blink later, it disappeared. She dismissed that as a trick of the eye.

However, Onyx didn't miss that laugh. He saw the fangs. His eyes widened, before turning to Twilight. He was about tell her something when he felt a pair of strong hooves on his shoulder. He looked up to see Shining Armor standing there, smiling creepily.

"Relax, Onyx. Let the food settle. Now, you were saying Cadence?" said Shining Armor. Cadence nodded before looking at Twilight.

"We are going to Canterlot. You and your friend will come with us. Of course, you know when we are going to..ah..enter the castle and help Celestia...go somewhere, right?" she said. Twilight nodded, not hearing anything clearly. It wasn't important to her. Cadence looked at Slipstream, and he nodded before turning around and trotting deeper into the cave before the darkness swallowed him whole..

Onyx was now in full blown panic as he gently nudged Twilight. Something was very wrong. Her eyes were starting to close, but his nudge jolted her awake.

"Yes mother, right after me and Smarty Pants have our hourly book time!" she yelled before falling asleep instantly. Shining laughed as Onyx poked her harder again.

This time, Twilight woke up with a "Ow!" and she looked at him crossly.

"I had a good dream!" she said. Onyx stood up, breathless.

"I..er..have to go. Nature's calling." he said. Shining Armor grasped him and forcefully pushed him down to the seat.

"Calm down. The food didn't give you a bad stomach. Now, why don't you sit and listen to our quee-I mean, my wife?" he said, his voice starting to be menacing. Onyx glanced helplessly at Twilight, who was fortunately awake to hear this. It then dawned on her that something is off. She jumped up and formed a defensive stance against Cadence, who had a meager expression on her face. Shining Armor quickly pulled Onyx up and held him with his hooves behind his back. Onyx yelped in pain.

"Who are you and what did you do to Cadence and my brother?" she said, her horn starting to glow.

"Why Twilight! I never thought you would treat your old foalsitter like that!" exclaimed Cadence, standing up and trotting towards her. Twilight walked back, still keeping her horn aimed at her.

"Stop! If you come any closer, I will vaporize you!" she warned, channeling her magic aura through the horn to add an even threatening effect.

"She's not kidding." added Onyx, who was being held by Shining Armor. Cadence snickered.

"Ha. You are so gullible Twilight. I had my doubts when one of my minions created this plan. I thought you would never fall for it. But here you are now.." she hissed, ignoring Twilight's warning and making her way towards her. Twilight looked at her in anger.

"I guess I have no choice." she said before leaping forward and unleashing a bolt of magic. The entire cave was lit with purple light as the spell flew through the air towards Cadence. She disappeared in a burst of greenish fire and where she once was, the spell flew by and impacted with the cave wall, taking a chunk out. Twilight looked around frantically for her.

"Where did she go?!" she said, her eyes darting around the cave. As soon as she had said that, a burst of green temporarily blinded her as a pink hoof caught her by the horn. Twilight screeched in pain as she felt the surge of magic she once had stop. Cadence has grabbed Twilight by the horn.

"No!" shouted Onyx, fighting against Shining Armor, who was struggling to hold him back.

Cadence laughed maniacally as green fire started to form around her. It soon engulfed her entire form until it faded away, revealing a black carapace with holes around the legs. Her colorful mane turned dark teal, followed by an addition of fangs and a sinister horn. The same went for Shining Armor as he magically morphed into a changeling. He seemed familiar, until Twilight's eyes opened wide.

"Nucleon? What are you doing? Set us free!" she shouted. Nucleon shook his head.

"I will not disobey my Queen. I'm sorry, Twilight." he said, turning his gaze away from her. Twilight balled her hooves in anger.

"You-"

Chrysalis laughed gleefully as she held onto Twilight, which interrupted her. She twitched when Chrysalis did that.

"Dear dear. It appears that Twilight has betrayed us. For what cause? You have chosen another wrong path, and now you will be punished for it. Nightmare would be pleased to see you in chains." she rasped.

Twilight only whimpered as the pain and magic was starting to slowly build up around her horn. Sooner or later, it will explode due to the amount of magical pressure being held.

From the corner of his eyes, Onyx saw that Nucleon had loosened his grip on him. He was also distracted.

_Now's my chance_ he thought.

Onyx quickly released himself from his grasp and punched Nucleon in the face. He collapsed on the ground, unconscious from that one-hit knockout. Chrysalis averted her gaze from Twilight to see that incident. In doing so, she released her grasp on Twilight's horn, which allowed Twilight to stumble away from her. Onyx soon reached her side as both of them backed away from a very angry Chrysalis.

"That was not clever, but I admire your bravery." said Twilight. Onyx blushed in the light that they might be killed.

"Two ponies! I wonder how love will taste like from both of you!" said Chrysalis in anticipation, licking her lips as she made her way towards them. Onyx turned to Twilight.

"Got any magic spells? Something that will kill a changeling queen and save us from this place?" he asked. Twilight shook her head.

"I know a couple, but my head hurts too much. I can't even cast a simple levitation spell, let alone do a teleportation or vaporization spell." she said sadly.

"Yeah, I can't cast any spells either. I think the food we ate probably sapped us of our magical energy-"

"Enough talking! Both of you will die!" shouted Chrysalis, leaping towards them. As she flew at them, her fangs bared, a rainbow blur tackled her and she crashed into a pile of rocks. Chrysalis had a dazed expression on her face when she got up, rubbing her head.

"Huh? What? Who did that?!" she snapped. A cyan pegasus landed in front of Onyx and Twilight, her wings out in defensive position.

Rainbow Dash grinned at the Changeling Queen, who instantly recognized her.

"The Element of Loyalty! You have come to help your friend that stabbed you in the back?" she said indignantly. Dash's grin dropped as she looked at Twilight, who kept her eyes down in shame.

"I'll admit that saving Twilight is the last thing on my mind. But she was once my friend, and we did have good times when she helped us organize Ponyville. So yeah, I'm helping her out." said Rainbow Dash. Twilight felt her eyes water. Rainbow Dash, coming back to her after she left her side? She was touched.

Chrysalis just laughed.

"You are hilarious. I suppose another source of love won't do any harm either. You cannot take me down by yourself!"

"Maybe I can't. But I do have a couple of friends." she replied before putting her hoof in her mouth and letting off a sharp whistle that echoed throughout the cave. A moment of silence soon followed, until the wall in front of them rumbled violently before collapsing, sending a storm of dust everywhere. After the dust cleared out, it revealed a soot covered Applejack and a very cross-looking Trixie, who was trying to brush the dust off her hat and cape.

"She's not alone!" shouted Applejack, taking a step forward. Trixie nodded as she took a stance, lowering her horn defensively. Twilight wondered who she was. Chrysalis giggled.

"Another two! You are really asking for a death wish, aren't you?" she said, ridiculing them. As if she asked for something, a loud yell of laughter can be heard. Twilight's ears perked up. That cheerful laughter sounded familiar...

From the entrance, a slow yellow figure was flying slowly with a pink figure on top, which was goading it to go faster. A closer look shows a very exhausted Fluttershy carrying an ecstatic Pinkie Pie. Fluttershy crashed into the ground as Pinkie dismounted from her. She looked at Fluttershy apologetically before turning to the group.

"Make that three!" she yelled. Fluttershy raised her head weakly and muttered "Four." before passing out. The Queen of the Changelings is now showing visible fright to the reinforcements.

"I-I can handle all of you!" she sputtered.

It was like Celestia was listening to her as a spark of white light flashed across the cave before it dimmed. Where the spark was now stood Rarity with Spike holding onto her back.

"Five times the charm." said Rarity, fixing her mane from the spell. Spike was still clinging onto her, his eyes closed and his teeth chattering. She turned to him and told him it was safe to dismount, and he shakily got off.

Chrysalis was in full blown panic. The six mares were slowly closing onto her. Since she wasn't cornering Twilight and Onyx, they slipped behind the ponies. She looked around and looked up. Strangely, she burst into a wide grin. The mares were confused.

"Why are you smiling? I mean, smiling is great but why are you doing it now?" demanded Pinkie Pie. Applejack looked to where Chrysalis was smiling at and gasped. High above, encased in teal colored shells were the real Shining Armor, Princess Cadence and Slipstream. They had surprised looks on their faces as the light reflected off of them. Rainbow Dash looked at Applejack and followed her gaze before gasping, taking a step back. All the ponies followed suit.

Unfortunately, this was enough time for Chrysalis to take advantage of them. Her horn glowed, signalling the nearest changelings to come. Slipstream landed next to her. A burst of green flame followed, until Nucleon appeared by his side. Slipstream's hide slowly started to dissipate until it disappeared in a greenish hue and was replaced by a gleaming black carapace. One of Chrysalis' drones was soon hissing at them.

"These two drones are my best fighters. Let's see you handle them!" boasted Chrysalis before the air around her shimmered. She soon disappeared with a few sparks, leaving the Elements with the two changelings, who were walking towards them, backs arched. Nucleon's horn glowed until a swarm formed around the ponies. He chuckled.

"Oh, this is going to be easy." he said with a sinister voice. As soon as Spike saw the army of changelings that appeared before them, he turned tail and ran out of the cave, yelling something that sounded like "Sweet tiara of Celestia!"

Rarity shook her head, muttering "Silly Spike."

Nucleon growled. His clones copied him.

"Prepare to die!" he shouted, lunging towards them. Now the action begins!

A drone was flying towards Fluttershy, who quickly covered her eyes. Before it even reached her, a strong set of legs bucked it into oblivion. The changeling crashed into the wall and exploded into pieces of lint. Fluttershy removed her hooves from her eyes and saw Applejack smiling at her. She grabbed her by the hooves and lifted her up.

"C'mon, Shy. Let's destroy them!" encouraged Applejack.

"Um ok. As long as it doesn't hurt." mumbled Fluttershy as she flew behind Applejack.

Meanwhile, Pinkie Pie was piloting a very dangerous Rainbow Dash. The duo made a frightening mix of speed, agility and chaos. As Rainbow Dash flew past a changeling, Pinkie swung out her rolling pin and smashed it over the drone's head. It fell down before disappearing into a pile of lint.

"Weeeeeeeeee!" shouted Pinkie, waving a bloodied rolling pin. Dash quickly swerved above to avoid a magic spell from one of the drones below.

As the two mares were causing havoc above, Rarity and Trixie were having fun casting strange and unpleasant spells on their enemies.

"Hmm..I think a new dress will do." said Rarity, her horn releasing another barrage of spells that transformed the nearest drones into piles of fabric that fluttered in the breeze. Trixie laughed at that until a drone snuck up and grabbed Rarity by the throat. Thrashing helplessly against the changeling's grasp, the drone proceeded to cut her throat. Before it could do that, a large claw reached out and smashed the changeling into a pulp. Rarity fell to the ground, gasping for air. When she looked up, she saw Trixie's horn glowing as she controlled a spirit bear that was ripping through the sea of changelings like a bulldozer. Rarity smiled in relief and reminded herself to thank Trixie for the unexpected help as she punched one of the drones that was trying to reach out for her.

Nearby, Applejack was bringing down changelings, Apple family style. She grappled with one of the drones, who was begging for mercy under her headlock. Applejack choked it to death and wiped sweat from her brow. She glanced at Fluttershy, who had a group of petrified changelings lying around her. The Stare seemed to be very effective against them, as they quickly turned into stone as soon as they met her eyes.

While Applejack was looking at her, she heard a bang behind her, and felt confetti land on her. She turned around to see a changeling struggling under a pile of pastries. Apparently, it tried to sneak up to her, but failed. Applejack looked up to see Pinkie sitting on Rainbow Dash's back, manning a mini party cannon. As she watched, Pinkie swung the cannon around and fired with a deafening bang of pastry aroma and streamers. A group of changelings were instantly wiped out by the baked bads.

"Captain, targets have been eliminated!" said Pinkie. Rainbow Dash laughed gleefully.

"Readjusting flight route." replied Dash, and both of them flew off to decimate another group of drones.

Twilight and Onyx were not part of the fight, but they were doing the most important task: Freeing their imprisoned friends.

As Onyx worked on breaking the seal holding Cadence, Twilight has already succeeded in releasing her brother. Shining Armor gasped as he looked around wildly.

"Where am I? The last thing I remember was this awful shade of black-"

"Brother! Help us free the others!" said Twilight, pointing towards the others encapsulated. Onyx already freed Cadence, who was gazing down silently. Shining Armor struggled against the cocoon and broke out of it. He moved on to Slipstream's capsule while Cadence flew towards Twilight.

"What happened, Twilight? And what's going on down there-"

"No time to explain, Cadence! We have to get you and my brother out of here. My friends are distracting the changelings below, but they won't last long. Both of you have to leave now!" said Twilight quickly. Cadence looked affronted, but she nodded her head understandingly. She flew over to Shining Armor and they had a quick discussion before he got onto her back. He turned to Twilight.

"Go to Canterlot. We'll have a proper chat there. I'll see you later, Twily. You'll make me proud." he said. Twilight smiled at that compliment as she bade her brother goodbye. Cadence flew off with surprising speed, and soon both of them disappeared outside of the cave. She then turned to Onyx and Slipstream, who were cleaning up the stragglers in the battle. Fortunately, her friends survived the skirmish with only a few bruises and scars. Just when Twilight was about to regroup with them, the cave shuddered. Pieces of rocks and stalagmites fell from the ceiling. Everypony looked around in confusion until Applejack yelled out "The cave is collapsing!"

Hell broke loose as the six ponies quickly galloped towards the entrance, jumping over wounded drones and dodging falling debris as the cave went down. Twilight too flew after them, followed by Onyx and Slipstream. As the entrance came closer, a huge piece of rock fell on top of Twilight, knocking her out.

Slipstream ran for the entrance, but Onyx stopped and grabbed hold of Twilight, dragging her through the cave. Slipstream turned back to see Onyx carrying her. At this rate, the entire cave will be on top of them if they don't make it in time. The six mares are already safe, waiting outside for them.

"There's no time, Onyx! Leave her!" shouted Slipstream.

"No!" yelled back Onyx as he avoided a dangerously sized rock that fell near him. Slipstream cursed to himself as he ran back into the cave to help Onyx pull Twilight out.

"If we die down here, I'm blaming you for this." said Slipstream. Onyx only gave him a hollow smile as the cave fell around them before darkness swallowed them whole...

* * *

**[A/N] A collapsing cave system. Can the trio make it out? Also, how did Twilight's friend's find her? The next chapter will explain all the juicy stuff!**


	18. Just Like Old Times

**[A/N] Hehe, sorry for another really long update span. I just took my finals for my college algebra class, so I spent a few weeks studying (I spent nights up studying, drinking Monster and eating junk food so I can concentrate)**

**Anyways, here's numbah 17!**

* * *

"Hurry girls! The entrance isn't far from us!" encouraged Pinkie Pie. The six of them were making a mad dash for the exit of the cave, which was slowly collapsing upon itself.

"We're not going to make it!" shouted Rainbow Dash, flying as fast as she could and kicking aside the falling rubble from her friends. Sadly, she was right. Right when they reached the exit, a large shockwave caused the mouth of the cave to fall upon itself, effectively blocking their only way to escape.

"Horsefeathers!" cursed Applejack as she halted herself before the exit, which was now piled high with rocks. Rainbow Dash moved towards the blocked exit and tried to move a large boulder, but it was too big and bulky.

"It's too heavy." reported Rainbow Dash. At that moment, everypony else started to freak out.

"I don't want to die!" cried Fluttershy, hyperventilating. Pinkie Pie pulled her into a hug and comforted her. Applejack looked at Rainbow Dash glumly while Rarity sighed in resignation.

As the situation looked bleak, a ray of light suddenly penetrated from the cave ceiling. The mares looked up to see a rather large clearing, with the outside view of the sky. Descending upon them is...Trixie's carriage?

Everypony was too stunned to speak, except for Trixie, who shouted "Hooray!" with joy and rushed forward.

Finally, Rarity broke the silence.

"Is that...your carriage? And it's _flying?_" she asked in disbelief. Trixie nodded when she said that. As they looked up, the window opened and nopony other than Spike stuck his head out of the window and waved at them, a smug expression on his face.

"What's up guys? Like the new ride?" he asked, tapping his claws against the windowsill, a look of amusement on his face.

"Wow! Spike, how did you turn it into a balloon?" shouted Pinkie.

"Well, after I ran away like a coward before the fight, I went back into the carriage. I was pacing around inside, thinking of a way to help you guys when I found this weird button that said flight mode, so I pressed it and now here we are-"

"Enough chatter Spike! Get on board everypony!" shouted Trixie. Spike ducked back into the carriage and the bottom hatch opened. A coil of rope was dropped and soon everypony was climbing up to the balloon carriage.

After the ponies were on board, Trixie beelined for the dashboard and sat down, quickly flipping the controls.. The carriage slowly tilted and lifted itself in the air. It was then she realized that somepony was missing.

"Wait, where's Twilight and those guards?" asked Trixie. Spike gasped and looked at the mares.

"We didn't let Twilight on? Lower the ship, Trixie! We have to get her!" said Spike. Trixie hesitated before pulling a lever down, which lowered the ship down.

Rainbow Dash flew to the door and pulled it open. From their view, it seems like they have a few minutes to escape at least. There was no sign of life ahead of them in the dark maw of the cave, and Spike stood by the door, keeping his claws crossed, muttering "C'mon.."

* * *

**Meanwhile, to Twilight and Onyx...**

* * *

The two stallions have made a steady progress so far, skillfully avoiding the falling debris. Onyx was the first to notice the floating carriage, and he quickly motioned to Slipstream to pull Twilight while he discharged a bright green flare from his horn. The flare illuminated the cave, signaling that they are coming.

As he finished the signal, Onyx heard a yelp behind him. He turned to see Slipstream on the ground, a large rock covering his right wing. He was in apparent pain as he gritted his teeth. Onyx rushed forward to help, but Slipstream waved him off.

"Go! Take Twilight and get the hay out of here!" he shouted, tugging his wing from the heavy rock.

"No! I'll get you out of this. Stay still!" he commanded. Slipstream shook his head, his mane matted against his head and his face bruised.

"There's no time Onyx. Take her and get out of here-"

"He is right, you know." said a voice behind him. Onyx whirled around to see Nucleon standing there, gasping for breath. His face contorted to rage.

"You!" he screamed, lunging towards him. Nucleon quickly reacted by forming a shield, and Onyx bounced off of it harmlessly. The shield that surrounded him slowly dissipated as Nucleon glared at him.

"Are you insane? I'm here to help!" he protested. Onyx chuckled in disbelief.

"Help? Didn't you attack us? You are the enemy. Get out of here before I neutralize you." said Onyx, taking a stance and not noticing the rapidly shaking cave. Nucleon looked frustrated as he gripped his mane, trying to control himself. Finally, he answered.

"Look, I wasn't at the fight. I don't even know what you're talking about. All I know is that one of the drones impersonated me and tried to kill you guys. I noticed the cave shaking from afar and flew as fast as I could to support you." he explained. Onyx raised his eyebrow.

"How do I know you aren't an imposter?" he asked cautiously. Nucleon sighed and lifted his left wing, revealing a small but prominent scar across the carapace.

"The drone you were fighting did not have this mark. Believe me, I wouldn't harm Twilight." he said, his voice in an almost pleading tone. Onyx looked at him thoroughly before accepting the fact he was being honest and soon, he mounted the unconscious Twilight on his back.

As he did that, he saw Slipstream crawl out from under the rock. His wing was a bloody mess as he clutched it, trying to suppress the pain. As he stumbled towards Onyx and Nucleon, a loud hiss was heard. Nucleon's eyes opened wide when he heard that.

From the darkness, another changeling came. This one looked exactly like Nucleon, except that he hissed at the ponies menacingly. Onyx exchanged worried looks with Slipstream. Which one is the real one?

"There is no escape. Surrender yourself and you will be taken to safety." he rasped. Nucleon took a step forward, glaring at him.

"You're not the real Nucleon. I am." he said. The drone laughed.

"Stop playing around. I know what you are going to do. Convince them that you are good and attack them while they have their guard down-"

"I will never do that!" he thundered. At that moment, Onyx intervened.

"Lift your left wing. Now." he said softly. The drone cursed and lifted his left wing, revealing a plain shell. Onyx's horn glowed and he launched a spell that vaporized the drone into a pile of lint and dust before the drone could react. Nucleon looked at Onyx gratefully.

"Thanks." he said.

"Don't think that I'm keeping my eyes off of you-"

He was interrupted when a low pitched whistling was heard from deep within a cave. Nucleon's ears perked up, and his eyes widened with fear. He hurried to get themselves together.

"A swarm. They are coming. Quick Onyx, grab my tail!" he shouted. He thought that was a strange request until he saw a flash of teal. The entire cave went black as changeling reinforcements flooded the cavern. Onyx ran forward and bit down on Nucleon's tail just when he took off in a burst of speed. Both of them went into the air as fast as they can, avoiding the flying circus of changelings.

Spike was the first to notice a black figure flying speedily towards them. He turned to Dash.

"There they are! Open the door wide!" he shouted to her. She nodded before pulling the door wide open. A black streak flew past them before crashing into the inside of the carriage. Spike quickly closed the door as Trixie lifted the lever, allowing the balloon to levitate itself out.

Onyx, Nucleon and Twilight were all in a pile. He got up, dazed. He then noticed the carriage ascending, so he made a dash for the window. The rocks were falling like mad now as he saw Slipstream hold off the changelings from attacking the balloon. He turned to the balloon.

"Why are you still here?! GET OUT!" he screamed, before taking one of the changeling's magic beams to his left leg. Slipstream crashed to the ground, but he put up a good fight, taking down a few drones that were trying to approach him despite his fallen state and bloody stump of a wing.. Onyx opened his mouth to say something but was interrupted by Trixie.

"Here we go. Hopefully, the rocks will not puncture the balloon's outer layer." she shouted as the carriage suddenly flew up. Bolts of spells whizzed past them as they went up.

"No! Get back down!" he shouted, rushing up to Trixie. She shook her head firmly.

"We are not going down there. If we do, we will all die!" she responded, slapping his hooves away from the control panel as more and more rocks fell down past them. The entire carriage turned dark until they burst from the ground. Rays of sunshine penetrated from the window, flooding the entire room with a golden light. Onyx backed away from the window and looked at it. He cannot comprehend what happened.

"Slipstream..._Slipstream..._" he muttered before falling asleep from exhaustion and disbelief. Rainbow Dash shook her head as Spike ran towards Twilight, who was slowly stirring. She slowly opened her eyes and evaluated her surroundings.

"Wh-where am I?" she asked. Applejack glared at her.

"Rainbow, tie her and that changeling up." she ordered. Rainbow Dash did a double take on that order.

"Um..what?" she said unsurely.

"Do it!" she shouted. Rainbow Dash flew a few feet in the air before grabbing a coil of rope and tying it around Twilight.

Twilight was visibly startled.

"What? What are you doing? I thought we were friends-OOF!" she said as an orange hoof smashed against her face. She tasted blood in her mouth before spitting it out. Spike stared at Applejack angrily, as if he wants to roast her with his dragon breath.

"What in hay are you doing, Applejack?" asked Spike. She pointed at Twilight.

"She has some explaining to do. And ah don't trust that changeling for a second. Tis' better if we have 'em tied up like a pig." she said. As Spike was about to say a retort, Rarity took a step forward.

"Although I do not agree with Applejack, this occasion is an exception. Twilight has left us for a reason, and it is understandable for us to...extract the information from her. Also, that changeling has to be taken to Canterlot for immediate interrogation." she said. Spike was still not convinced, but Twilight spoke up.

"Spike, thanks for your support, but I think it's best that I answer each and every question they ask me." she said. He nodded, defeated. Twilight then looked on at Applejack and Rainbow Dash.

"Ask away." she said, ready to be bombarded with questions.

* * *

**Canterlot Castle...**

* * *

It has been another busy week for the Princess. Local complaints and news of uprisings from nearby colonies have kept pestering her. Just when she dismissed her fifth adviser the door to her chamber burst open. One of her Royal Guards galloped in and halted before her, hastily bowing.

"Your highness, I have news. Captain Shining Armor and Princess Cadence have arrived. They have news about the current whereabouts of Twilight Sparkle...and they have even more dire news." he said, gasping for air. It took a moment for her to absorb the information, but she heard it correctly. Princess Celestia stood up and dismissed all her advisors, who were lined up, assuring that she will get to them very soon.

"Bring them to the Conference Chamber." she said before trotting outside of the chamber, two guards by her sides. The guard nodded before dashing off to where they are located...

* * *

**Twenty minutes later, at the Royal Conference Chamber...**

* * *

"Glad to see you two in good health." greeted the Princess. Shining Armor was sitting across from her, right next to Cadence. He nodded his head once to acknowledge that.

When both of them have landed in the Castle courtyard, it caused chaos for the guards. Going through security checks and identity scans were hard enough, but to get audience with the Princess was thought "impossible" by Cadence.

Luckily, the guards took pity and allowed them inside to meet Celestia.

Shining Armor stood up and looked at her in the eye.

"Princess, we have a very big problem." he said. Celestia raised her eyebrows and leaned forward at the table, clasping her hooves together.

"Really? What is the trouble?" she asked. He exchanged looks with Cadence.

"Princess Celestia, the changelings have a big plan. They are going to invade us. Again." he said. Celestia looked intrigued.

"Again? Didn't they learn their lesson the last time they tried to invade us?" she said. Cadence then stood up.

"Aunt, it's an even bigger issue than you think. I don't think they are that stupid to repeat the first invasion. You see, my husband told me that they are going to infiltrate the Crystal Empire to revive Sombra, and with his assistance, they will overtake Canterlot." she said, visibly shaken.

Shining expected the Princess to be serious, but he was surprised when she burst out laughing.

"Oh, good one dear niece. But you see, they cannot bring back King Sombra. He was blasted into smithereens after the Elements of Harmony dealt with him. I doubt he can come back to life that easily." she explained.

Frustrated that Celestia isn't taking him or Cadence seriously, Shining Armor marched to where the Princess was and pounded his hooves against the smooth wooden table.

"They will succeed. Do you know why?" he asked, trying to hold his temper. Celestia shook her head.

"They. Will. Use. My. Sister. Twilight will die. They are going to extract her magic and use it resurrect him. Are you going to sit here and wait for that to happen?" he said, his teeth gritted. Cadence gasped. Under the Royal code, nopony is allowed to speak like that to the Princess. Even if they are the Captain of the Royal Guard.

Celestia stared at his angry face coolly. She sighed before standing up.

"You will have full control of the airship fleet. Give the infantry the green light to board the ships." she said, glancing at the guards standing next to her. They heeded her orders and walked out of the doors. Cadence coughed, which caught Celestia's attention. She looked at her.

"Do you have something to say?" she asked. Cadence had a flushed expression on her face.

"Well...erm...if you are sending your guards out to my kingdom...who will deal with your sister?" she asked, a nervous tone in her voice. Shining Armor widened his eyes at her.

Celestia stiffened with a frozen look on her face. She didn't say anything. Shining decided it was best that they leave.

"C'mon, Cadence. Let's go." he said, urging her. She followed after him, but looked back towards the Princess. Celestia was still staring off into space. Cadence shook her head and left, gently closing the door...

* * *

**Back to the Mane Six...**

* * *

"I estimate we have about half an hour before we reach Canterlot." announced Trixie to the ponies. They broke into a cheer, and had a good reason too.

Hours of questioning Twilight has come to an end. She tearfully went through all the details, telling them how she was bewitched by Nightmare Moon and how she had no choice but to accept. When it came to the part where she attacked Fluttershy, Twilight's voice almost broke when she said that she could hear conflicting voices in her head telling her to either do it or not. After that, she explained her encounters with the guards in the maze and how they held off everypony during the skirmish.

After her explanation, the Mane Five in turn explained how they found Twilight and everypony else in the cave. Apparently, they were by the ruined steam room when a distant rumble was heard. Trixie detected a spike of thermal energy with her horn, and they followed her until they found the cave with the ponies in it.

Feeling that the scores were settled, Twilight's former friends were satisfied with her explanation.

"Ah've never thought of it that way." she said, untying her bonds until she was free. Rainbow Dash then flew in front of her.

"Between you and me, if you try doing that again, I will hurt you really bad. Nothing personal." she said menacingly, before breaking into a grin and punching Twilight on her shoulder. Just when Twilight was about to reply, she was pulled into a hug by Pinkie Pie, who was ecstatic with joy.

"Twilight is back! Yay! Group hug, everypony!" she shouted. She then felt five bodies thump against her as her friends laughed and embraced each other. Even Trixie was begrudgingly pulled into the hug by a very insistent Pinkie, and Spike jumped into the center of the group of hug.

A few seconds later, a muffled Twilight said "Guys? Can you get off now?"

They got off and went back to their regular routine. Twilight trotted up to Nucleon's unconscious form.

"What will happen to him?" she asked quietly. Rainbow Dash shook her head.

"I dunno, but I think he's going to go through trial. Maybe they will execute him." she said hopefully.

"Rainbow! That's not nice!" interjected Fluttershy. Dash laughed as she hovered above them. Twilight shook her head.

"I don't know. He did attack us, but my gut tells me something is off..." she trailed off, her eyes glazed. She turned to Onyx, who slowly came back to them.

"Ugh..what happened? The last thing I remember was crashing inside a flying carriage." he groaned, rubbing the back of his head. Twilight went over to him.

"Onyx, you need to tell me what happened in that cave. All of us need to hear what went on down there." she said soothingly. He scrunched his face in concentration.

"Well, you were hit by a rock. I was dragging you back to the carriage while Slipstream-" he stopped when he said his name. It then dawned on Twilight that Slipstream wasn't in the vehicle with them.

"Onyx...where is Slipstream?" she asked. He just shook his head, not believing what happened to his comrade.

"He's dead, Twilight. He died trying to fend off those drones that were going to disable the carriage. The entire cave collapsed on top of him." he said sadly. Twilight looked down. Behind her, Applejack took her hat off and held it by her chest. Everypony became silent until Twilight broke the silence.

"When Nucleon attacked us, what did-"

"Nucleon wasn't attacking us. One of the drones was impersonating him, as he claims. He seemed sincere, though. He showed me a small scar under his wing that the drone didn't have, and he helped me drag you out of there." he explained. Twilight looked at Nucleon and felt a twang of affection.

"Rainbow, untie him please." she said. Rainbow Dash saluted her with her hooves and flew over to him, quickly cutting the rope. His body fell sideways, and Rainbow quickly put his body in a leaning position. Trixie turned towards them from the cockpit.

"We are here. We are at Canterlot. Prepare to disembark." she said, pulling a lever from the top of the control panel. The ship descended just when everypony rushed forward to the windows to see the signature Royal Castle glistening in the sunset.

Onyx took off his broken armor and discarded it. He agreed to carry Nucleon, and he levitated him on his back and firmly secured the body.

Twilight felt butterflies in her stomach. Although it has been exactly eight months since she left the Princess's side, she feared Celestia's wrath. Also, she was scared of facing the local citizens, who were informed of Twilight's defection.

As everypony got off the ship, Twilight stayed behind. She felt a hoof on her shoulder and turned to see Trixie smiling at her.

"Nervous?" she asked. Twilight just nodded. Trixie let go of her and stared at the castle too.

"It's just like stage fright. If you were a regular performer and popular with the audience, such as I, and you suddenly disappeared for almost a year and made a reappearance, you would be afraid to perform. The same applies here. You must conquer fright, Twilight." she said.

"I'm just afraid of the Princess and how everypony will think of me." she said sadly.

"Trixie went through your hoofsteps. Trixie too was ridiculed back in Ponyville. Do you know what happened?" she asked. Twilight shook her head.

"Trixie came back a few months later. Trixie might've been a laughingstock, but nopony can undermine the Great and Powerful Trixie's self-esteem!" she exclaimed. Twilight hesitated before nodding in determination. She followed Trixie out of the carriage...and both of them followed the five ponies and the baby dragon that were slowly walking towards the large castle...

* * *

**Twilight returns to the castle...what will Celestia think of her? And why did she seem so...lenient on providing support to Shining Armor? Find out in the next chapter!**


	19. Confrontation

**[A/N] Here's chapter 18! Pretty quick, eh? I have a new editor to help out with the chapters *cough* TolianTiger *cough***

**Anyways, enjoy!**

* * *

It was yet another beautiful day in Canterlot. The sky was cloudless, the sun was bright and the city was full of activity. So why did Twilight feel so nervous?

She was back where she belonged: Close to her friends, close to her family, close to her mentor. And two of the three seemed to have forgiven her already. Despite her utter betrayal, despite her alignment, and even despite what she's physically become, her friends walked by her side.

As for Princess Celestia… She had always been a fair ruler. For as long as Twilight knew her, she had been a beacon of forgiveness, and acceptance, even against her enemies.

So technically, there was no reason for Twilight to be nervous. Right?

As the group of ponies walked up to the main gate, Twilight spotted a poster that had a mugshot of her on it, with a heading: **"Wanted alive. Highly dangerous. Offering 50,000 bit bounty for information leading to capture."**

"Wow...you really are famous, aren't you?" remarked Trixie. Twilight just gulped. Scratch that thought about the Princess being forgiving.

As they neared the gate, Onyx stopped and turned to Twilight.

"I suggest you disguise yourself as somepony else. It's not very smart to waltz right in as your original form." he said. She nodded and closed her eyes. A burst of green fire later, she transformed into Slipstream. Onyx glared at her, and she chuckled sheepishly before transforming again into a random mare with a green mane and a dark yellow hide.

"No offense Twilight, but that mane color is hideous!" said Rarity.

"I don't know Rarity, I think it suits her." said Rainbow Dash, snickering.

"What's taking you slowpokes so long? Let's go!" shouted a very eager Pinkie Pie, who somehow got extremely ahead of them. Onyx stared at her.

"How did she-?"

"You don't wanna know." said Applejack, trotting past him. He just shook his head and everypony continued to the gate.

When they finally reached the gleaming white gate, there were two guards standing side by side outside the gate. Both of them were clutching razor sharp spears. As Onyx walked up to them, they both quickly drew their spears at him, stoic expressions on their faces.

"State your name and business. The same applies for the mares behind you." said one of them. He looked above them and saw another pair of guards eyeing him from the guard tower. Both of them were armed with crossbows and seemed keen to fire a bolt at him.

"Sergeant Onyx of the Phoenix Guard." he said, his horn projecting his service record as proof. The first guard studied it before he gasped, while the second one gaped at him. Both of them suddenly became still and saluted him rather hastily.

"Sir, welcome to Canterlot! Enjoy your stay here." barked the guard. Onyx grinned as his service record faded. The guard looked up and showed the gate guards a hooves up sign, and the gate slowly raised itself.

As Onyx went in, he noticed the startled expressions of the guards, and followed their gaze to the changeling on his back.

"I captured this one outside while on a mission. Just going to show it to the Princess." he explained to them. The guards around him relaxed and laughed, ushering him in. Behind him, the Elements were stopped by the guards, who blocked the entrance with their spears.

"State your name and business-"

"You know who we are." said Rainbow Dash crossly, nudging the spear out of the way as they made their way in. He realized it was the Elements of Harmony.

"Sweet Celestia, it's the Elements of Harmony." muttered the first guard, saluting them. The second one almost fainted.

"I've always wanted their autographs." he mouthed over to his partner. He shook his head.

Twilight felt extremely jumpy as she felt the eyes of the guards on her. After she passed them, she felt her heartbeat return to normal.

With that out of the way, Twilight looked at her hometown. She breathed deeply. Home sweet home. It has been too long. They walked a few clicks forward before Onyx stopped again.

"Well, this is where we part ways. I have to go drop him off at the dungeon and...well..break him for any information. I then have to write a report to Princess Celestia explaining to her what happened...and about Slipstream." he said, shaking all of their hooves. He hesitated at shaking Twilight's hooves, but he managed to. She felt a pang of regret for Nucleon, but it was for the best.

"Good luck." he told her before his horn glowed white with energy. Both him and Nucleon disappeared in a shower of sparks. Pinkie Pie started to hop.

"Are we going to see the Princess yet?" she asked.

"I hope so." replied Fluttershy, gazing up at the great castle. As she said that, a group of guards galloped past them. The leader of the group was shouting orders as they turned left and disappeared around the cafe behind them.

"What was that all about?" asked Twilight. Applejack shrugged.

"Beats me. Let's get goin', girls." she said. Heeding her orders, they all walked to the path that winded to the castle.

* * *

**Study of the Princess, Canterlot Castle...**

* * *

Princess Celestia watched from the balcony of her personal study as the guards assembled themselves. Out of the army of gold plated stallions, she spotted one with a blue trim: a Captain.

She looked as Shining Armor barked out orders for his guards to quit being "mares" and line up properly.

Somepony knocked on her door.

"Come in." she shouted. The door creaked open and one of her servants walked in, bowing to her.

"Princess, Sergeant Onyx is here, and would like to seek an audience with you. He also brought a changeling, which is currently in the dungeon." he said. Celestia thought about it.

Onyx and Slipstream… Both had boarded the airship that Cadence commandeered, and were gone for eight whole months, without her permission. That alone could result in insubordination, or even a discharge from the Royal Guard. The Princess had half a mind to just end his career right now. However, it was wrong to do something like that unless she hears them out first.

In the end, she sighed.

"Let him in. I want to speak personally to him, in my study." she said. The servant nodded before leaving the room to call him in.

**Miles under Canterlot Castle...**

The dungeon was a dark and musty place. Water dripped from the ceiling, and the floor was covered with ages of grime and dust. All the cells were carved into the stone, with no view to the outside due to the dungeon being subterranean. Torches illuminated the hallways, with shadows bouncing around.

At the farthest end of the corridor was a large cell, with only one occupant. Two armed guards stood outside, swords at the ready, keeping watch on the changeling inside the cell.

Nucleon looked around the cell. There are no windows to let sunlight in. His bed was a flat piece of stone. At the corner of the cell was a small hole, which served as the bathroom. Great.

He sat down and looked at his hooves. They were chained to a large weight with thick, heavy chains. They also told him that teleporting out is useless because of the enchantments that disabled any magical powers.

As he stared off into space at the wall, he thought about his decision. Leaving the hive. Betraying the queen. All for saving the life of a mare he loved.

_But was she worth saving? Worth leaving the Queen for? _mused Nucleon. He shook his head. No, it was for a greater cause. He was helping the ponies from Nightmare Moon.

Yet, he couldn't imagine himself facing his brothers in combat. He knew he was screwed both ways. Princess Celestia might execute him, and Queen Chrysalis would do the same too if he tried to return back to his hive. Maybe it would be better if he just committed suicide right now, to leave all this behind.

_That's cowards talk, Nucleon. Get a grip on yourself. If I'm charged for execution, I'll fight with my last breath before they could kill me. Better dying with a fight than dying of cowardice._

Nucleon's stomach growled in hunger. He sighed and lied down on the cold flat stone. What he will do for a clean bed and a hot meal...

**Back at the Princess's study...**

Onyx walked into Celestia's study. He was unsure why she called him into her personal abode, but he knew it was something serious. He looked around. She was nowhere to be found. Her chair behind the desk was empty, and there were two chairs in front of it for guests. He didn't sit down, thinking it would be rude.

The shelves were filled with ancient tomes, and intricate gadgets were lined up against a shelf. A couple were whirring and making strange noises, but some were off. A window behind showed the sun high up in the sky, with double doors leading to the balcony.

A squawk made him jump. He turned to see Philomena sitting on her perch. She squawked again and disappeared in a column of fire. Onyx relaxed a bit. It was just the Princess's pet phoenix.

Suddenly, the room was filled with golden light. He shielded his eyes as the light grew brighter, and finally, dimmed down. He lowered his hooves to see the Princess standing before him. Onyx clumsily bowed to her until she told him to steady himself.

"Sit down." she ordered. He quickly sat down. Her anger was apparent from the tone of her voice.

Princess Celestia studied him with her wide magenta eyes, as if she could see through his body, which made Onyx feel uncomfortable. Finally, the Princess spoke.

"Where have you been for the last eight months?" she asked. He stayed silent, looking down at his hooves. She leaned forward.

"Onyx, I want a reply. Why were you gone for almost a year? Why didn't you tell me you were going? Most importantly, where is Slipstream?" she asked, her voice lessening to a kind tone. Onyx hesitated before answering.

"Um..you see Princess, I went with Slipstream and Cadence to rescue Captain Shining Armor." he stammered. Celestia raised her brows.

"And that took you that long? Please, don't hold anything back from me. I do not want to use an alternative method of extracting information from ponies, but if I must, I will. " she said, her horn glowing with a golden aura.

"I am answering truthfully, ma'am! Very well, I won't hold back anything." he pleaded. She leaned back, her horn slowly losing charge. She seemed relieved of not using the mind extraction spell.

"Thank you. Explain to me in detail what happened over that time." she said.

"I was in the barracks with Slipstream when Princess Cadence came in. Normally, she didn't have the security clearance to enter, but she somehow got in. She came up to us because we were the highest ranked in the barracks at the time. Cadence took us and a couple of others to the hangar, where we snuck in through a back entrance and boarded the airship. Naturally, she plotted the flight route to where the Captain was." he said, his mouth running dry from explaining.

Celestia absorbed all of this before letting him continue.

"After we arrived, me and Slipstream dropped in to and managed to pull the Captain out through the ruckus. We left by ship, but the drones didn't want to let us go that easily, so they boarded our ship. We tried to stop them, but they disabled it and we crashed. We were all scattered, but I rescued Twilight and brought her back to my superiors, whom were actually changelings. The real trio were frozen in the capsule they created." The Princess raised her hoof to stop him.

"Hold on. Are you saying that Shining Armor and my niece are changelings?" she asked. Onyx shook his head.

"No, ma'am. The changelings disguised themselves as them first, but we rescued the real ones shortly after I fought them with Twilight." he said, reassuring her. Celestia told him to continue.

"Eventually, reinforcement came in the form of the Elements of Harmony, who helped us fend off the attackers. The fighting made the cave unstable so it started to fall upon us, so we had to get out. Twilight was knocked out by a falling rock, so I had to drag her. Slipstream's wing got hit by a boulder, so he was down. Nucleon arrived shortly and after a small argument, he helped us escape from the falling cavern and into the balloon that unicorn summoned. After we got in, Slipstream-" he stopped there, unable to continue.

Celestia sensed something was wrong.

"Onyx, what happened to Slipstream?" she asked gently. He just looked away from her.

"He-he died, your Highness. He sacrificed himself so we could escape. He held back the drones that were trying to kill us." he whispered. The Princess hung her head in silence.

"He will be remembered, Onyx. I will make sure that my guards find and retrieve his body. He will have a proper funeral, especially since he served under my personal guard." she said kindly. Onyx nodded, wiping his snout. Hopefully, the Princess will be merciful and let him off the hook. Celestia seemed to feel the same way.

"I sense you are telling me the truth. You are dismissed for now. Be as it may that I have not personally demoted you. However, you shall be on bathroom duty for the next four weeks."

"But ma'am, not bathroom duty! Anything but that-" She raised her hoof to silence him.

"You should be grateful I did not strip you of your rank or discharge you from service. You may leave now. Oh, and before you forget, I want you to send up Nucleon from the dungeon." she said firmly. He nodded in defeat and walked towards the door. Before he left, he said without turning around "By the way ma'am, Twilight is here. You should see her.". After that, he left through the door and closed it gently.

Celestia froze when she heard that. She quickly broke out of her trance and tapped on a gem shard that was sitting on her desk. The piece glowed, and she spoke into it.

"Guards, if the Elements of Harmony come into the castle, tell them to send Twilight Sparkle up to my study. Escort her with the highest priority." she commanded. A crackle of static later, one of the guards answered.

"Will do, your highness." responded one of them. The Princess had a neutral expression on her face. Twilight would have a lot of explaining to do...

* * *

**A few floors down the castle...**

* * *

The Elements reached the main entrance to the castle, which was a large wooden door flanked by two guards holding spears. Both of them were still as a statue. Pinkie Pie hopped up to them and started making faces and funny noises.

"I love playing this game!" she yelled, sticking her tongue out at them. As if on cue, the guard instantly lowered his spear and aimed the tip against the pink pony's throat. Pinkie stopped and had a terrified look on her face. Her friends too shared the same expressions. The guard soon spoke.

"Stay back and state your business." he said sharply. Rarity stepped forward.

"We are the Elements of Harmony. I am Rarity. Those behind me are Fluttershy, Pinkie Pie, Rainbow Dash, Applejack and Twilight Sparkle. Oh, and that unicorn is Trixie, but she is not an Element." she said. The guard narrowed his eyes.

"Rarity, Fluttershy, Pinkie Pie, Rainbow Dash, Twilight Sparkle and Applejack are recognized by the gate. Trixie is not recognized. Welcome to the Royal Castle." he said, moving the spear aside and letting them in. Twilight glanced at Trixie, who was held back.

"Don't worry, I'll be at my carriage with Spike." she said sadly before turning around and walking away. She then turned back to her friends and trotted through the lush courtyard. A large fountain welcomed them, and the sunlight glimmered off the water, revealing a rainbow. Neatly trimmed hedges lined the paths, and the aroma of flowers wafted through the air.

However, their visit was cut short when a guard halted them. He was clutching a piece of parchment.

"Which one of you is Twilight Sparkle?" he asked. Twilight raised her hoof. The guard looked down at the parchment and then at Twilight, obviously confused.

"Your appearance doesn't match with the picture. Are you sure you are Twilight Sparkle?" he said. She sighed in resignation before morphing back to her original pony form. He jumped backwards, dropping the piece of parchment.

"This matches the picture! Twilight Sparkle, you are hereby summoned personally by Princess Celestia. She would like to meet with you." he said. Twilight's heart started to pound heavily again as she started to tremble. She glanced back at everypony. Rainbow Dash nodded her head, while Pinkie Pie gave her a huge smile. The others had blank expressions on their faces. She turned to the guard with a determined look on her face.

"Let's go." she said. The guard turned and led her to another doorway. Before she left, one of her friends shouted "Good luck, Twilight."

She didn't need to turn around to hear who that was. The quiet, timid voice already had revealed itself to Twilight. Smiling to herself, she went through the door, and the door closed after her.

_I've left the Princess, served under Nightmare Moon, freed the Spirit of Chaos, transformed into a changeling, supported the changelings in the fight and somehow involved in the capture of my brother. The least she can do is banish me to the Everfree Forest _she thought sadly.

* * *

**Meanwhile, at the dungeon...**

* * *

Nucleon looked at the tray of food given to him. Under normal circumstances, he would eat anything that looked edible. But the jail food was… disgusting, to say the least. Half of it wasn't even solid to chew.

He made a face and threw the tray away. It splattered against the floor, spreading the contents out everywhere. Just then, two burly guards appeared in front of the cell, the first one swinging a large set of rusty keys.

"The Princess would like to see you." said one of them, unlocking the cell door and swinging it open. Nucleon shuffled out of it, trying to move in his locked state.

"You know, taking these off would've helped." he said. The second guard laughed, as if he made a joke.

"You 'earin this fool? Sorry mate, but this is for ya own good." he said, pushing him so he can walk forward. He sighed. So much for compassion.

"Why does the Princess want to see me?" he asked cautiously. The guard shrugged.

"Beats me. Maybe she wants to execute you." he said gruffly. The guard next to him burst into a sadistic smile.

"'Magine he was executed? Serves 'im right. Changelings don't deserve to be in Canterlot" he said.

"How touching." said Nucleon dryly. Hopefully, whatever the guards were saying won't happen to him. But he heard about the Princess, so he won't take any risks that will set her off. At least, not the ones that involve her beheading him in front of a large crowd in Canterlot.


	20. Judgement

**[A/N] ****Here you guys go, another fresh chapter. This one was long, and it took a while to go through my editor and get the mistakes ironed out before it was ready, but it was worth the wait for you all (I hope)**

* * *

Nightmare Moon watched from the ridge that overlooked the Crystal Empire. She saw swarms of changelings flying _en masse_ over the empire. The citizens of the kingdom looked up in terror as the drones caused havoc by breaking property and smashing various artifacts. The guards were trying to keep the chaos at bay, but they were no match for the drones. As Nightmare watched, a pair of changelings shoved one of the guards back until he fell, and quickly tied him up with their special sap.

Most of the houses were invaded by them, and a couple of changelings dragged out the ponies hiding within. As if on cue, the large fountain in the Plaza exploded, showering the ponies with water and ceramic as the statue mounted on top of it collapsed. The changelings are very hyperactive.

Nightmare felt a burst of heat wash over her. She glanced over her shoulder to see Chrysalis standing there.

"My changelings have successfully captured the Castle. Unfortunately, Shining Armor and Cadence are not there." she reported.

"That is good. This means Princess Cadence cannot activate the castle defense." replied Nightmare. Chrysalis looked affronted.

"How's that good? My poor drones are starving. They found no source of love to consume and survive!" she said angrily. Nightmare raised her hoof to silence her. She then pointed down at the chaos happening below.

"I do not see them starving." she said. Chrysalis followed her gaze and saw a couple of changelings feasting from the bodies of unconscious crystal ponies.

Chrysalis was speechless. Nightmare smirked.

"Where is Discord?" she asked. Chrysalis snapped from her gaze.

"He's inside the castle at the moment. He said he will open the entrance to the Crystal Cavern." she said. Nightmare Moon nodded.

"My plan is progressing smoothly." she said. However, Chrysalis looked at her strangely.

"But Twilight Sparkle has left our side. You said that she is an integral part of our plan!" she objected. Nightmare only chuckled and her horn glowed. A small black box popped out of the blue in front of her. It opened, and a small black tiara slowly levitated out of the box. It was the Element of Magic, except for the color scheme. The corrupted tiara pulsed with arcane energy as she held it in her magical field.

"We do not need her. This tiara imbued Twilight's magical prowess. However, I have cast a charm on it that allowed the Element to be tied to her soul. When we sacrifice it, she will die. We get to kill two birds with one stone, as she'll be getting her comeuppance for leaving me. Besides, even if she manages to survive, I will personally hunt her down and eliminate her from the face of Equestria."

"Aren't you clever..." muttered Chrysalis, averting her gaze to her swarm that successfully overtook the Crystal Kingdom. Drones were rounding up the crystal ponies and were sending them to a large, fenced area, possibly to use them as a love source.

Nightmare placed the Element of Magic carefully in the chest and locked it before she warped it to somewhere safe. She then told Chrysalis to get busy and to disable the Crystal Heart, which would prevent it from sending a distress beacon to Cadence and would decline the morale of the kingdom's residents. She nodded, teleporting with a bang. Nightmare had a dark expression on her face as she looked on.

"Run, Twilight. The clock is ticking, and King Sombra is waiting." she said quietly.

* * *

**Meanwhile at Canterlot...**

* * *

After climbing up several flights of stairs, the guard stopped at a small brownish looking door with an intricate lock. He inserted his horn and twisted it sharply to the left. The door hummed with energy, and it slid open with a hiss. Twilight followed him through the door, which closed behind her. She was impressed.

_They must have improved security a hundredfold since the last time I was here. _she thought. It seemed like the guard read her mind, because he told her the door is made out of "Strengthened imperial bronze, able to withstand the most extreme kinds of pressure. It is also resistant to fire, explosives and many other ways to get around it."

Both of them were in a long corridor. Small golden lamps lit the way, brightly illuminating the hall. Paintings of ponies dotted the walls. Twilight recognized one of them: it was Starswirl the Bearded. The figure was painted in oils, but she had an odd feeling that it was watching her. Guilt racked up inside her. How would Starswirl think of her at this state if he was here with her?

The guard that was taking her was silent. A few minutes of trotting later, they reached a set of golden doors. Two guards clad in a special type of golden armor stood side by side. Both were armed with sharp swords that flickered blue and white. Twilight looked quizzically at their weapons.

"Arcane swords. They are charged with magical energy. Only Elite Guards use them. You do NOT want to get stabbed by those swords." said the guard escorting her, answering Twilight's puzzled expression. She nodded understandingly.

The guard walked up to the two Elite Guards and showed them his identification. They scrutinized his ID and nodded, parting their swords. The door swung open, letting both of them in. It was a study, filled with books and gadgets. Philomena sat on her perch at the corner of the room, cooing occasionally. Two chairs were in front of them, which faced the polished wooden desk. The occupant behind it had her back to them.

"Your majesty, Twilight Sparkle is here." he announced, bowing. Twilight felt jumpy. She felt her mouth run dry. How is she going to explain the events that have happened?

"Good. You may leave." she said, without turning to them. The guard nodded and trotted out of the room, closing the door behind him.

It was now Twilight and Princess Celestia in the room. An awkward silence passed.

"So. Twilight Sparkle. You came back." said Princess Celestia, breaking the silence and turning around to face her. Twilight immediately dropped her gaze. Celestia frowned at her.

"Please look up." she asked. The lavender pony raised her head and looked at her. She searched for malice in her eyes. She knew that the Princess must be eager to punish her for what she brought upon Equestria. She kept staring at Celestia with fearful eyes, looking for signs of betrayal, anger,and hate, all of which she deserved. Yet, she found none of those. Instead, the Princess' expression was full of pity.

"I want to know why you chose this path." she said. Twilight kept quiet, her eyes glued to the floor. This went on for five minutes until Celestia sighed and stood up. She turned around and faced her window, which offered a fantastic view of the sun setting in Canterlot.

"Princess...I was...bewitched by Nightmare Moon." croaked Twilight. The Princess turned around, a look of understanding on her face.

"Why? Bewitchment charms usually put up a fight with the host's own opinions and ideas. Strong minded ponies can sometimes overcome it. What made you turn against me and accept the charm?" she asked, her tone becoming urgent. Twilight inhaled deeply and finally let it out.

"Forgive me, Princess! I thought you were using me as a pawn, to do your biddings! The voice in my head...it kept telling me that you only took me as your student because I had strong magical powers! It-it told me how my friends only liked me because I was your student. I-I thought everyone was using me!" she screamed, tears flowing freely from her eyes. Celestia looked surprised as Twilight cried, tears dripping to the floor.

As she wiped her eyes with her hooves, she felt something warm over. Twilight looked up to see the Princess covering her with her wing. She had a warm smile on her face.

"Twilight, I would never use you. Yes, you possessed strong magical talent since the very first day.I took you in as my student, because I wanted to teach you how to master your abilities, and help you reach your full potential." she said gently.

"B-but that v-voice-"

"She was manipulating you, my little pony. Look at me. Look at me, Twilight." said the Princess. A pair of lavender eyes locked with the magenta eyes, and Twilight realized that her mentor's eyes were filled with compassion. Right at this moment, a small, golden wisp was slowly seeping out of the Princess. Twilight looked at it curiously as the small cloud floated towards her and wafted into her snout.

It felt like a fire had ignited inside of her heart, and she felt a feeling of warmth spreading through her body, tingling her senses and filling her up with something...was it hope?

She sobbed and buried her face onto the Princess's wing. Celestia, not noticing the vapor, patted her on the back, trying to calm her down.

"Twilight, you have chosen the wrong path. But your mistakes can be rectified. Aid me in stopping my sister and her allies. I have already forgiven you, but the entire kingdom is still thinks that you are the enemy. This is your moment to earn back their trust." she said. Twilight looked up. The tears have dried up on her face, but a look of determination soon filled it.

"Yes, I will do the right thing for the kingdom." she said firmly. The Princess smiled at that remark. For Twilight, those words meant a lot for her. She felt a huge burden lift off of her as she smiled for the first time. And it was not a fake smile. She genuinely had a feeling of joy.

"You will do excellent, my faithful student. But before I dismiss you, you are going to need a partner for the task that I will assign you." she said.

"Pardon, Princess, but why me? I thought you wouldn't task me with anything from now on. How are you trusting me that quickly?" asked Twilight, confused. Princess Celestia ignored that question and her horn glowed. The door of her study glowed with a golden aura, and it swung open. Two Royal Guards carried Nucleon into the room, who kept struggling fruitlessly against his chains.

"Let me go!" he shouted. "One of the guards let go of his hoof and punched him in the stomach, knocking the wind out of the changeling's lungs, effectively shutting him up. Nucleon doubled over in pain, his face contorted in agony, unable to breathe for a moment. The guard who had punched him looked apologetically at the Princess.

"My apologies, your highness. This one was giving us issues when he dragged him up here." he explained. The Princess raised her hoof to cut him short and dismissed both of them immediately. As the door shut behind Nucleon, he glanced at Twilight and froze, feeling his heart skip. Fortunately, he controlled himself and managed a subtle nod, before ignoring her eyes. She too nodded back. He then turned to the Princess with a calm expression on his face.

"Am I going to be executed?" he asked. Princess Celestia shook her head.

"Unlock." she said sharply. The chains that held his hooves together simply slid open and clanked against the floor.

Nucleon felt his hooves and rubbed them in relief. He looked up, puzzled.

"So I'm not going to be executed? Why-"

He fell silent when Princess Celestia glared at him.

"Take a seat. We're going to have a long talk relating to Nightmare Moon and the Crystal Empire." said Princess Celestia, pointing at the chair next to Twilight. He rolled his eyes.

"What if I don't? What's the point of helping you? You've forgiven her, so my job is done." he said. The Princess laughed at that, and leaned forward.

"You know, I would love to keep you in the dungeon. But Onyx told me you may be a valuable asset to us. So sit down." she said.

"Either way, I'm bucked. I can't go back to my Queen, she will shun me from the hive. I don't know about helping you. For all that matters, you'll probably turn turn around and tell them to kill me after I help you." he said indifferently. Princess Celestia leaned back and raised her brows at him. Finally, she answered.

"Very well. I have an offer. You will help us reclaim the Crystal Kingdom and stop my sister along with her friends, and I'll offer you asylum in Equestria. Your former Queen will not do this for you. You have my word, as a Princess never breaks a promise." she said, sticking her hoof out.

Nucleon thought about it. She was right about Chrysalis. The Queen doesn't tolerate traitors, and if he goes back, she will at the least publicly humiliate and/or kill him. Yet, he doesn't think that he will fit in with the normal pony folks if he accepts Celestia's offer.

_Hey, at least it's still better than going back to the conditions of the Hive. Queen Chrysalis never treats us well. This might be my chance to start anew. _he thought. He finally decided to accept her offer, and he shook her hoof. Princess Celestia had a smile on her face as Nucleon took a seat next to Twilight, ready to hear what she has to say.

* * *

**Back at the Crystal Empire...**

* * *

Nightmare Moon strolled through the bottom of the castle, where the Crystal Heart was mounted. She was amazed with the architecture as she looked around. As she admired the underbelly of the castle, she spotted a few changelings that surrounded the heart, looks of hunger on their faces.

"Shiny and filled with love" rasped one of them.

"I agree. Let me try some." said the other one, reaching out towards it. Before he could touch it, the air around them shimmered and Discord appeared, looking oddly serious. He clicked his claws and Nightmare felt a sense of vertigo as the castle flipped upside down. The drones yelled in surprise and crashed into the ceiling. Luckily, Nightmare reacted before she fell and opened her wings, allowing her to hover.

"Don't lay a hoof on the Crystal Heart! I still have to do a few more enchantments and disable the defense mechanism before you can feast on it. Until then, no touching!" he warned them. The changelings acknowledged this, frightened looks on their faces. Discord, satisfied with their response, snapped his claws again and the castle righted itself. The changelings fell to the ground, groaning in pain. He looked over at Nightmare.

"Sorry about that. If they touched the heart, it would've created a chain reaction that wouldn't be pretty." he said.

"That is fine. Where is Chrysalis?" she asked. Discord had a thoughtful expression on his face.

"I think she's busy overseeing her changelings. It must be a headache; they're too annoying." he said, glancing at the pile of changelings that were lying on the ground.

"Very well. You should continue with the work. By the way, how much longer will it take to reach the bottom chamber?"

"Judging by our pace, it'd take about a day. I'll continue working on that." he said, disappearing in a puff of smoke. Right when he disappeared, the magical dome surrounding the city started to flicker erratically. The sky too changed with it, turning from clear blue to stormy gray. Finally, the shielding failed and the once beautiful sky became filled with gloomy clouds. Snow started to flutter inside the kingdom, piling up everywhere.

Nightmare just laughed.

_All according to plan... and not a moment too soon _she thought as she calmly walked out of the castle.

* * *

**Back to Twilight and Nucleon...**

* * *

"...that is how we can stop the changelings from invading us." finished Princess Celestia. Nucleon gaped at her, while Twilight had a stunned expression on her face.

The plan that the Princess just told them was full of daring and insanity, possibly even suicidal. But it could just work if it was timed and executed perfectly. Although the three of them were brainstorming, Nucleon seemed to not hold himself back.

"Excuse me, Princess, but this plan is outrageous!" he exclaimed. Celestia stayed quiet and beckoned him to continue.

"First of all, we can't be sure that they won't have defenses set up against us. Second, we're going to need tons of firepower if we are about to take on Chrysalis and at least make a dent so that our allies can enter. Finally, no offense your majesty, but standard issue guard armor won't really protect us from the drones. When I was fighting for the other side, I have seen the magic beams make swiss cheese of your poor Royal Guards armor." he said.

Princess Celestia absorbed that and rubbed her chin thoughtfully. Finally, she answered.

"Although I am confident that this plan will be done correctly, I agree with you about the armor. I would've gladly issued higher tiered armor to my guards, but that would be too expensive. I don't think my citizens would like being taxed heavily."

"This is a time of war. You can tax your ponies heavily." said Nucleon.

Twilight chose this moment to cough discreetly. Both of them turned their heads towards her, and she stood up.

"I agree with Nucleon with his first two reasons, but I agree with the Princess on the last one. The cost will be too much, and we can't afford losing the support of the population. I suggest we alter the plan a bit." she said.

"How so?" asked Nucleon. The unicorn exchanged glances with the Princess.

"Me and Nucleon will go behind the lines and shall try to activate the Crystal Heart. Obviously, this will be a covert operation, so we're going to have to go in silently. If we are successful, we'll manage to cripple Chrysalis' changelings due to the burst of love energy and let our guards in to mop up the remainders. That will leave you time to deal with your sister and Discord while Nucleon handles his former Queen." she explained. A long minute of silence passed after she had finished explaining.

Princess Celestia seemed amused by the plan, and Nucleon nodded, seemingly approving that idea.

"You'll need some heavy firepower and protection if that's your final plan." said a voice behind them. The Princess looked behind them and had a mysterious smile on her face. Both Twilight and Nucleon swiveled to see Onyx leaning against the door sill. He had overheard everything they were talking about, and soon walked into the room and closed the door, making sure it was locked before proceeding towards them. He bowed to the Princess.

"Sorry for eavesdropping, your Highness. I was walking down the hallway when I couldn't help hearing what you three were talking about." he said, pulling up a chair and taking a seat.

"Doesn't matter, Onyx. What do you think we can do about this situation?" asked Princess Celestia. He smirked before standing up and trotting towards the window, gazing at the castle grounds. He then spoke with his back turned.

"I don't know about the weapons, but I do know about the armor, your Majesty. I mean, we certainly don't have a pair of prototype class M armor that, judging from both Twilight's and Nucleon's sizes, could fit them and are located somewhere down in the laboratories." he said with a sarcastic tone.

Twilight and Nucleon seemed highly interested, but Princess Celestia put a stop to it.

"Enough, Onyx. You've just told them valuable information. I've half a mind to incinerate your service record." said the Princess sharply. Onyx shut his mouth and didn't utter a single word. Twilight raised her hoof.

"Excuse me Princess, but what prototype armor? Does it work?" she asked. Celestia waved off her question.

"You shouldn't concern yourself with that-" she was interrupted when Nucleon slammed his hooves against the table.

"Damn the concerns! A fleet of changelings are attacking your niece's empire. Your kingdom is on the verge of war, yet you're still refusing our ideas? What kind of protection will your inadequately trained guards offer? I'm sorry to say this Princess, but you are acting foolish." he said, glaring at her. Celestia stiffened at that outburst, a look of utter disbelief on her face.

Onyx & Twilight gasped. Nopony talked like that to the Princess. They were both waiting for the Princess's response, which was probably imprisonment for speaking out against higher authority.

However, she surprised them by exhaling deeply. Her horn started to glimmer and a roll of parchment popped out of thin air in front of her. She quickly scribbled something with the quill before rolling it up tightly and levitating it to Onyx, who caught and held it as if it were a relic.

"Show this parchment at the security checkpoint once you reach Subbasement III. Tell the guards down there that Twilight and Nucleon are vouched by me." she instructed. Onyx nodded dumbly before bowing to her and leaving the room, taking the two ponies with him. The guards that guarded the door closed it and ushered them out.

"Sub Basement III?" asked Nucleon, confused. Onyx nodded excitedly as he opened one of the doors that went down the castle tower.

"Yeah. I've only been to Sub Basements I and II. Rumors have it that SB III holds some crazy things the Princesses scavenged over the years." he said, leading them down the spiral stairs.

"Do you think we can find what we need down there?" Twilight asked. Onyx laughed.

"Oh, just you wait. You'll be in for a surprise, I assure you." he said. And with that notice, the trio continued down the ever-descending flight of stairs...

* * *

**Back at the Princess's study...**

* * *

Princess Celestia paced back and forth in her office, a feeling of dread spreading over her. The decision she had just made could easily cost her reputation, or could turn out to be the best decision of her life. Whatever the case was, she was still worried.

"Don't fail me, you two." she muttered to herself...

* * *

**Are you excited about the new armor? I can't wait to show you guys :D**


	21. Before The Storm

**Hello there guys! I am sorry for not updating for over a month. I was involved in a terrible car crash a week after I last updated the story. My leg was broken and I received a gash on my forehead. I was in the hospital for about 3 weeks, and I had no internet access. Thankfully, no one died.**

**Hopefully, you all will understand. Being such great readers, I know you will.**

**As a special late bonus, I have made this chapter a bit more longer than the others :)**

**Written by Fyronarion Edited by TolianTiger**

* * *

Onyx led both Twilight and Nucleon down the winding staircase. Their hooves clattered noisily down the steps, and the torches on the wall cast an eerie glow, as if the shadows themselves were dancing.

All of them were quiet, waiting to see what would be unveiled to them. Finally, after minutes of descending down the stairs, the trio stopped in front of a gory painting of Witherwing the Bloodthirsty beheading one of his enemies. Onyx stepped forward and started running his hooves over the canvas, as if searching for something.

Twilight seemed confused. What is Onyx doing by that painting? Maybe there is something strange about it? The same thought struck Nucleon too, and both of them exchanged uneasy glances.

Finally, Onyx muttered "Aha!" and placed his right hoof on the bottom left corner of the painting. His hoof caved into that spot. The sound of heavy gears turning could be heard followed by clouds of steam billowing out of the door cracks. The three of them coughed and waved the blinding cloud away.

After after their eyesights have restored, they were staring at a dark hallway instead of the painting. The hallway seemed like something out of a horror movie.

"Er...are we going in there?" asked Nucleon. Onyx nodded, his horn lighting up. Twilight followed suit, and both of them entered the gloomy hall, which was brightly illuminated by their horns. Both of them walked only a few meters when Twilight noticed Nucleon wasn't next to them. She turned around and saw him standing outside, avoiding gazing at the dark tunnel.

"C'mon Nucleon!" urged Twilight. He shook his head and took a step back.

"What's wrong with him?" asked Onyx, impatiently tapping his hooves. Twilight shrugged. Finally, Nucleon spoke.

"Um...I have a thing about confined spaces. Especially dark, cramped places." he muttered. Onyx glanced at Twilight and he burst out laughing. Nucleon glared at him, and then at Twilight, who cocked her head in puzzlement.

"But you were down in the cramped dungeon before, and you didn't seem to mind." she said. He shook his head.

"That's because there was light streaming in from the windows. However, this is all dark. No thanks." he said, still keeping a foot away from the hall.

"We'll go through this quick, I promise. Just do it for me, please?" she asked, batting her eyelashes at him. Onyx scratched his head. That seemed so...un-Twilight of her. It suddenly dawned on him that something is going on between them two and he smirked to himself.

Nucleon, on the other hand, took a deep breath moved forward.

At last, he took a deep breath and placed a trembling hoof inside of the hallway and made slow progress towards the two ponies. However, Onyx, impatient as he is, lunged forward, grabbing both Nucleon's hooves and dragging him inside.

He yelped, trying to break free, but Onyx had an iron grip. He then took the squirming changeling towards the end of the hall as the door closed, engulfing them in darkness. Twilight followed Onyx's silhouette closely, trying to comfort a struggling Nucleon.

For Nucleon, it felt like the world was closing around him. He felt his heartbeats intensify, as if it wants to break free from his chest. He was also hyperventilating and trembling, the wings on his back fluttering while Twilight tried to make him relax.

"I-I'm scared." he stammered. Immediately, Nucleon wanted to kick himself. There goes the brave and courageous rebel changeling.

Twilight gently put her hoof over his mouth.

"It's okay. I would feel the same way too if I were claustrophobic. Just close your eyes and take a deep breath. One of the books I've read stated that it's a good way to relieve stress." she said. A muffled Nucleon nodded and closed his eyes. Twilight removed her hoof when he took a breath. At last, he stopped fighting against Onyx's grip.

After walking a certain distance, Onyx raised his hoof to signal them to stop. They halted and Onyx looked around the room carefully before his horn started glowing. It then unleashed a beam of energy upwards into the ceiling, which absorbed it and started glowing with a blue aura.

The wall at the front slowly lowered itself. Beams of light escaped from the cracks, temporarily blinding them.

As the wall fully lowered itself into the floor, it revealed a dazzling and spacious marble hallway with many doors. Strange floating orbs lighted the way, and weird noises were heard from these doors. The smell of foreign chemicals wafted through the air, stinging their snouts. At the front entrance, a carved statue of Princess Celestia & Luna, clad in armor, stood on each side. A couple of unicorn ponies in white laboratory coats trotted past them into a room. The sight made them all speechless.

"What is this place?" asked Twilight, astounded by it.

"This is the Canterlot Experimental Research Facility, home of the greatest scientists and engineers in ponydom." replied Onyx.

"Well, at least it's roomy." said Nucleon, sounding relieved.

"You are correct. Welcome to the CER!" said a cheerful voice next to him. Onyx turned to see a mocha colored unicorn stallion with a lab coat grinning at him. He had glasses on, and his cutie mark was a beaker with bubbles in it. The pony stuck his hoof out towards him.

"Ah yes, I knew you would come here eventually, Sergeant Onyx of the Phoenix Guard." said the lab pony, shaking his hoof. Onyx seemed surprised that the pony knew his name, but he merely nodded at him. The pony turned to Twilight and gasped before rushing towards her, hooves sticking out.

"The Legendary Twilight Sparkle. Oh dear, you became a changeling?" he asked. She clasped his trembling hooves and shook them with a tight smile on her face.

"I don't know about the legendary part, seeing as most of Canterlot considers me a heretic. Regretfully, the changeling decision was entirely my own." she said sadly, dropping her gaze. The pony laughed.

"Nonsense! I, for one, welcome you as a citizen and a rightful Element of Harmony. However...I will try to rectify your situation of being a changeling." he said. Twilight felt her spirit rise. Even though the majority thought of her as treacherous, there were ponies who still believed in her. He even addressed her issue of being a changeling. Not that she minded being one, but Twilight was tired of the constant glares and whispers she gets for being something different.

Lastly, the scientist turned his gaze to Nucleon. He frowned at him.

"Nucleon the changeling. You have joined our cause, have you not?" he asked. Nucleon nodded in acknowledgement.

The lab pony took a step towards him.

"I don't trust you, but if the Princess believes that you have changed, then I will too, unfortunately." he said. Nucleon had a startled expression on his face when he said that, but Onyx quickly intervened.

"Who are you and how do you know our names?" he asked. The pony laughed.

"Nothing enters or leaves the CER without me knowing it. Alas, I forgot to introduce myself. My name is Proton, Professor Proton." he said.

Onyx decided not to question him further about knowing their names.

"Well, now that we have gotten the formalities out of our way, let me lead you to our main laboratories. Your equipment is waiting there." he said, turning around and trotting down the hall. The two changelings and the pony followed suit, with Professor Proton explaining the history of the Research Facility.

"This place was built a few centuries ago when the Princess, in her infinite wisdom, decided that in order for us to survive as a species, we would need to research new technology and harness it to our advantage. From then on, we have produced many things you all take for granted in Equestria." he explained.

"Interesting...things like what?" asked a curious Nucleon.

"The Communication Gems, airships, royal crossbows. I could go on and make a list, but I don't think you want to hear that, right?" he said. Nucleon shook his head.

"So what about the thing we are about to see?" piped up Twilight. The Professor smiled, as if he was waiting somepony to ask him that for ages.

"I will tell you once we reach our designated lab room. Ah, here we are. Just need to pass the security checkpoints." he said, stopping them in front of a thick steel door with an ornate centerpiece fashioned into the head of a phoenix.

Professor Proton reached for the head and pressed it three times. The beak of the phoenix suddenly opened, and a loud musical voice wallowed out of it.

"Please answer this security question: What came first, the phoenix or the flame?" "Hmm... What do you think?" said the Professor, looking thoughtful. "What? Isn't there just a password?" asked Nucleon. "Oh no, you've got to answer a question," he said, glancing at him. "What if you get it wrong?" said Onyx. "Then you have to wait for somepony to get it right!" said Proton. "That's how you learn." "Trouble is, we can't really afford to wait for anypony else, Prof. We are mobilizing for war." said Twilight. "No, I see what you mean," said The Professor seriously. "Well, I think the answer is that a circle has no beginning." "Well said" said the voice, and the door slid open with a hiss, revealing a cavernous room. Desks filled with drawings and notes lined the walls, while the center of it showcased two mounted, pony-sized suits that closely resembled those worn by the Royal Guard. Ponies in lab coats were in a rush. A couple of them were at the desks, furiously scribbling notes and calculating figures while others were around the suits, tweaking it and making sure it operated correctly.

"This" said the Professor with a great deal of enthusiasm "is the culmination of ten years of sweat, blood and tears. I present to you: The Celestial Armor!"

"Sweet Celestia! It looks like it weighs a ton!" exclaimed Nucleon. Professor Proton ushered them towards the suits. Twilight and Onyx were amazed by its streamlined design.

A closer look showed that it had intricate carvings on it. The armor seemed to cut back on the basic gold worn by the Royal Guards. Instead, it was coated with a pure, silver-like substance. It also had shoulder plates and hoof guards. Finally, the helmets were fully covered, with only slits for the eyes and dotted holes for the mouthpiece.

"What is this made out of? I know my armor is made with lightweight gold, but this is another story!" said Onyx, feeling it.

"Well, we had to make the armor as light as possible, yet sporting heavy protection against physical and magical attacks. It is coated with titanium alloy ninety-four, with a central core made out of silvthrilite ore. This alloy is very light and extremely conductive towards magic-based attacks, yet durable enough to withstand punishing melee attacks. It also has the same level of hardness as normal titanium. We've also made two versions: a stallion and a mare type armor." he explained. However, Nucleon was confused.

"Hang on, if it's conductive, doesn't it mean that it will fry the operator inside of it? And what in the name of Chrysalis is silvthrilite ore?" he asked. The Professor raised his hoof.

"I am getting there. It all started when our miners discovered a new type of ore buried deep under Fillydelphia. It absorbs magic and can properly store it, and it is a hybrid between silver and mithrilite. Silvthrilite can also act as an extremely powerful distributor, allowing machines to be built with that particular ores core. That is why we have considered using it as a core for the Celestial Armor. Of course, the silvthrilite protects the wearer with its absorption properties, so no worries there. Allow me to demonstrate." he said.

The Professor stepped up to the armor. His horn glowed along with the armor. Suddenly, a long steel sword popped out of the arm slot and started to crackle with energy.

"Is that an integrated arcane sword? I've handled those before; I wouldn't touch one again. Very dangerous to use!." said Onyx, squinting at the sword.. Professor Proton nodded.

"Yes. It comes equipped with an integrated arcane sword. It draws power from the silvthrilite core, which in turn is powered by magic conducted by the titanium coating. It also possesses anti-sway & shake stabilizers to prevent unwanted accidents. You can say this makes an excellent combination!" he said proudly.

_And they say being a Phoenix Guard gives you perks. _thought Onyx.

"Does it fit changelings?" asked Nucleon.

"Of course! Changelings and ponies have similar structures, so you and Twilight will be able to wear it." said Proton.

At that moment, two lab ponies ran up to him. One was a Unicorn, while the other was an Earth Pony.

"Professor, one of our engineers crashed the test glider!" said the Unicorn, a checklist levitating next to her.

"Did you trace his distress beacon?" asked the Professor. The pony nodded and flipped through the checklist.

"Ponyville, near the apple orchards." she reported. Twilight's eyes widened with surprise.

"Send out one of our recovery teams, and make sure every piece of that glider is removed from the crash site." he ordered. She nodded and dashed off, her checklist flying behind her. The earth pony behind her came up.

"Prof, direct message from Princess Celestia herself." he said, holding up a scroll. It levitated out of his hoof and the Professor unfurled it, his eyes darting through it.

"Very well. Twilight and Nucleon, I want both of you to equip the armor. Onyx, you are dismissed." he said seriously. Both Twilight and Nucleon exchanged gleeful looks with one another, but Onyx was outraged.

"What?! Why can't I stay here?" he asked hotly. As if on cue, something started ringing near him. Onyx pulled out a small gem and listened to it, nodding. He then put it away.

"Fine, I'll leave. Your brother was on the line, Twilight. I have to go for an important meeting. Twilight, Nucleon, I hope to see you soon." he said bitterly before turning and trotting out of the door. The Professor stared at the door where he exited.

"He will be alright. Onyx is just jealous that you two get to try out the armor." he said, chuckling.

"So can we try it now?" asked an excited Nucleon. The Professor glanced at him, then nodded at two of his engineers. They galloped towards Nucleon, grabbing him and dragging him towards the armor pedestal.

"Wait-what are you doing?" he asked. Proton smiled.

"Don't worry, my two engineers are here to prevent any...accidents from happening." he said, reassuring him.

The two ponies made him stand perfectly still as they took measurements, which didn't take long to do.

Next, they helped him wear the suit. This was hard for the engineers, as Nucleon's claustrophobia started acting up again when they began the process. The body was not one whole piece. Instead, it came with different pieces. It strapped on smoothly, each interlocking with one another like jigsaw pieces. It made a satisfying click after all the parts have been assembled.

Finally, they handed Nucleon the helmet and told him to put it on. He nodded and put it gently over his head. It hissed before making a satisfying locking noise. The eye slits and mouth holes flickered until they gave off a steady teal light. The engineers backed away as Nucleon moved his hooves, testing it out.

"Wow! I feel so much lighter. My arms move much faster and...smoother! Hey Twilight, you getting this?" he said, his voice sounding slightly robotic as an arcane sword popped out of his arm.

Twilight smiled. The heavy armor made him look burlier than usual, and that's saying something. Of course, her preference lies within a physical build of a stallion, not a changeling drone.

"Okay, now it's your turn, Miss Sparkle." said Professor Proton. She let the two engineers grab her by the hooves and lead her up to the awaiting armor. Nucleon walked off the pedestal to make room for her and to let another group of engineers do some last minute tweaking on him.

It felt uncomfortable when they took measurements of her, but like Nucleon's, it was quick. The ponies took each piece of the armor and installed it over Twilight, making sure it fitted in with one another. This was a tedious process.

After the last piece was equipped, she felt her body grow warm, then cool down slightly. The abrupt change made her yelp "Hot!"

"Oh yes, I forgot to mention that the armor has an automatic temperature adjusting system!" called out the Professor. Twilight acknowledged that and made a note to herself to set it to cool. She then heard Nucleon's voice.

"Hey Professor, how is Twilight going along-BY CHRYSALIS' CROWN!" he yelped, his eyes seeming to pop out of their sockets.

Twilight's armor was much more streamlined than Nucleon's. Powered by her magic, its chestplate glowed dark purple, an addition that was missing on his armor, and it seemed a bit curvier than Nucleon's. Ornate carvings were also present on her armor, giving it a mystical feel.

"How do I look?" she asked, turning around and trying to look at herself. He only blushed and turned away to prevent her from seeing it. Twilight felt a burst of warmth around her and she suddenly felt her mood rise. This was a relief for her, since she was weak and thirsty for love for a week.

_That's nice of him. He must be attracted to me, since he is releasing so much love energy _she thought.

Finally, the engineer gave her the helmet. Twilight took it and let it fit over her head. The exterior of it seemed small, but it was surprisingly spacious inside. The slits actually enhanced her peripheral vision, and the helmet was nicely cooled. She raised her hoof and an arcane sword slid out. Twilight examined it.

" Hmm...refined steel blade with a hint of iron charged with magical ion beams. Not the best combination. I would have recommended a small amount of gold instead of iron in order to induct the ions properly." she said out loud. Nucleon looked confused while the two engineers stared at her in awe.

"I didn't think of that...did you get a note of that, Light Bulb?" said the Professor to the yellow pegasus who was taking notes. He nodded and scribbled it down.

From the outside, Nucleon stared as her helmet received charge. The eye slits and mouth piece came to life with a purple glow. She stepped off the pedestal and a couple of scientists quickly did a checkup before they gave her a hooves-up.

"Both of you are ready. The Princess has requested your presence in the Barracks. It has been an honor working with you." said the Professor, sticking his hoof out. Twilight shook it, and he extended his hoof to Nucleon, who grudgingly accepted the hoofshake.

"Are we going to see you again?" asked Twilight. Professor Proton just laughed.

"Time will tell, Twilight. I'm sure we will cross paths in the future. But for now, you must hurry. I don't think it's a good idea to keep the Princess waiting. Especially during a time like this." he said good-heartedly. Twilight nodded and went for the door, followed by Nucleon.

It was an awkward moment for both of them as they trotted through the long hallway. The scientists didn't seem to be surprised to see them in their armor.

Nucleon broke the silence.

"This is it." he said, taking his helmet off and glancing at Twilight, who had a thoughtful look on her face.

"Yes. I just want to get this over with." she said, also taking her helmet off and shaking her head, letting her mane flow casually. Nucleon couldn't help but appreciate how beautiful she looked in that armor. Beautiful, yet deadly.

Twilight noticed that he was staring at her and he quickly looked away, whistling awkwardly. The familiar feeling of warmth filled her up again. She gave a small smile and opened the hidden door, revealing the dark hallway. Nucleon sighed, but then he felt somepony's hoof wrap around his. He saw Twilight holding him, and she smiled back.

Nucleon suddenly felt brave enough to overcome his claustrophobia. They took a step forward, the gloomy dark hallway suddenly alight due to the armor glow. Nothing seemed scary now. It was as if both of them are watching each other's backs, lighting the way for one another.

They reached the end and opened the door. Torchlight flooded the castle tower as the door behind them shut quietly, becoming nothing but a painting of a war-hungry stallion.

"Um...which way are the barracks?" asked Nucleon.

Twilight, with her knowledge of the castle, pointed downstairs. She vaguely realized that she was still holding Nucleon's hoof. She let go, and Nucleon too pulled his back. They both proceeded that way, preparing to meet the Princess and end this once and for all while avoiding each other's gazes.


End file.
